Claire Trevor

as Miss Mary McCloud

John Wayne

as Bob Seton

Walter Pidgeon

as William 'Will' Cantrell

Roy Rogers

as Fletcher 'Fletch' McCloud

George 'Gabby' Hayes

as Andrew 'Doc' Grunch

Porter Hall

as Angus McCloud

Marjorie Main

as Mrs. Cantrell / Mrs. Adams

Raymond Walburn

as Judge Buckner