- Bob Wallace as Arthur
- Phil Davis as Buster
- Betty Haynes as Francine
- Judy Haynes as D.W.
- Major General Tom Waverly as Mr. Haney
- Emma Allen as Sue Ellen
- Ed Harrison as Binky
- Joe as Brain
- Susan Waverly as Kate
- Train Conductor as George
- Railroad Stationmaster as David
- Doris Lenz as Prunella
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