Fields plays "Larsen E. Whipsnade", the owner of a shady carnival that is constantly on the run from the law. Whipsnade is struggling to keep a step ahead of foreclosure, and clearly not paying his performers, including Bergen and McCarthy, who try to coax money out of him, or in McCarthy's case, steal some outright.
Larson E. Whipsnade
W.C. Fields
The Great Edgar / Charlie McCarthy / Mortimer Snerd
Edgar Bergen
Cheerful
Eddie 'Rochester' Anderson
Victoria Whipsnade
Constance Moore
Phineas Whipsnade
John Arledge
Roger Bel-Goodie
James Bush
Mr. Archibald Bel-Goodie
Thurston Hall
Mrs. Bel-Goodie
Mary Forbes
Corbett
Edward Brophy
Burr
Arthur Hohl
Princess Baba, The Great Edgar's Assistant
Princess Baba
Charlie (ventriloquist dummy)
Charlie McCarthy
Mortimer (ventriloquist dummy)
Mortimer Snerd
Blacaman - The Lion Tamer (uncredited)
Blacaman
Eddie - Circus Attendant (uncredited)
Ernie Adams
1st Debutante (uncredited)
Dorothy Arnold
Jailer (uncredited)
Irving Bacon
Wedding Guest (uncredited)
Lulu Mae Bohrman
Wedding Guest (uncredited)
Ralph Brooks
Highway Patrol Officer (uncredited)
Eddy Chandler
Woman (uncredited)
Dora Clement
Riding Master (uncredited)
Jack Rube Clifford
Little Boy (uncredited)
Richard Clucas
Robinson - Bel-Goodie's Butler (uncredited)
Charles Coleman
Little Girl Who Cries (uncredited)
Evelyn Del Rio
Barker (uncredited)
Drew Demorest
Contortionist (uncredited)
Dick Dickinson
Mrs. Sludge (uncredited)
Jan Duggan
Cop (uncredited)
Eddie Dunn
Circus Attendant
Billy Engle
Ticket Seller (uncredited)
Jack Gardner
Screaming Spinster / Wedding Guest (uncredited)
Grace Goodall
3rd Debutante (uncredited)
Jennifer Gray
Circus Attendant (uncredited)
Bobby Hale
Russian Circus Performer (uncredited)
Ted Hardy
Wedding Guest (uncredited)
Sam Harris
Butler (uncredited)
Leyland Hodgson
Mayor (uncredited)
Otto Hoffman
Mayor / Wedding Guest (uncredited)
Lloyd Ingraham
Jerry - Assistant (uncredited)
Frank Jenks
Hillbilly (uncredited)
Si Jenks
Spectator (uncredited)
Tiny Jones
Barker (uncredited)
Jack Kenney
Policeman (uncredited)
Joe King
Ronnie (uncredited)
Ivan Lebedeff
Blonde at Party (uncredited)
Ethelreda Leopold
Barker (uncredited)
Jimmie Lucas
2nd Debutante (uncredited)
Kathryn Marlowe
Wedding Guest (uncredited)
Eric Mayne
First Yokel (uncredited)
Frank Melton
Party Guest (uncredited)
Harold Miller
Wedding Guest (uncredited)
Edmund Mortimer
Judge (uncredited)
James C. Morton
Fire Eater (uncredited)
Ray Moyer
Ping-Pong Player (uncredited)
Byron Munson
Lon - Roustabout (uncredited)
Charles Murphy
Cop with Judge (uncredited)
Frank O'Connor
Western Union Man (uncredited)
George Offerman, Jr.
Man Cheated at Window (uncredited)
David Oliver
Circus Attendant (uncredited)
George Ovey
Sheriff (uncredited)
Lee Phelps
Little Blond Girl Singing and Dancing (uncredited)
June Preston
Truck Driver (uncredited)
Ralph Sanford
Party Guest (uncredited)
Harry Stafford
Chester Dalrymple (uncredited)
Grady Sutton
Deputy Sheriff (uncredited)
Ferris Taylor
Ping-Pong Player (uncredited)
Don Terry
Boy with Candy Cane (uncredited)
Walter Tetley
Bel-Goodie Butler (uncredited)
Edward Thomas
Society Woman / Wedding Guest (uncredited)
Lelah Tyler
Screaming Spinster at Circus (uncredited)
Minerva Urecal
Wedding Guest (uncredited)
Dale Van Sickel
Wedding Guest (uncredited)
Russell Wade
Girl (uncredited)
Beryl Wallace
Boy with Slingshot (uncredited)
Delmar Watson
Wedding Guest (uncredited)
Florence Wix
Ticket Buyer / Brentwood - World's Smallest Giant (uncredited)
Bill Wolfe
Thin Man (uncredited)
Edward Woolf
Elwood - World's Largest Midget (uncredited)
Bill Worth
Barker (uncredited)
Arthur Yeoman
Minor Role (uncredited)
Duke York
Party Guest (uncredited)
Ruth Cherrington
Wedding Guest (uncredited)
Hazel Dohlman