- Bob Wallace as Orson
- Phil Davis as Bo
- Betty Haynes as Lanolin
- Judy Haynes as Arlene
- Major General Tom Waverly as Jon Arbuckle
- Emma Allen as Lenore
- Ed Harrison as Wade
- Joe as Roy
- Susan Waverly as Liz Wilson
- Train Conductor as Fred
- Railroad Stationmaster as Newton
- Doris Lenz as Penelope Pussycat
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