- Bob Wallace as Matt
- Phil Davis as Digit
- Betty Haynes as Jackie
- Judy Haynes as Inez
- Major General Tom Waverly as The King of Happily Ever After
- Emma Allen as Wanda
- Ed Harrison as Sam Vander Rom
- Joe as Spider
- Susan Waverly as Motherboard
- Train Conductor as Dr. Marbles
- Railroad Stationmaster as Zeus
- Doris Lenz as Creech
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