- Bob Wallace as Papa Bear
- Phil Davis as Brother Bear
- Betty Haynes as Mama Bear
- Judy Haynes as Sister Bear
- Major General Tom Waverly as Mayor Honeypot
- Emma Allen as Lady Grizzly
- Ed Harrison as Gramps
- Joe as Professor Actual Factual
- Susan Waverly as Gran
- Train Conductor as Farmer Ben
- Railroad Stationmaster as Squire Grizzly
- Doris Lenz as Mrs. Ben
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