- Connie Abbott as Emily
- Bill Abbott as Thomas
- Gene Morrison as Sir Topham Hatt
- Jaynie as Mavis
- Natalie as Rosie
- Sinjin as Edward
- Elsie as Lady Hatt
- Gene Morrison Orchestra as Gordon
- The Modernaries as Henrietta, Spencer, Diesel, Hiro, and Rusty
- The Nicholas Brothers as Arry and Bert
- Dorothy Dandridge as Bridget Hatt
- Bobby Hackett as Stephen Hatt
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