Shirley Temple

as Molly Middleton

Rosemary Ames

as Elsa Middleton

Joel McCrea

as Donald Middleton

Lyle Talbot

as Rolfe Brent

Erin O'Brien-Moore

as Sarah Boynton

J. Farrell MacDonald

as Mr. Tramp

Poodles Hanneford

as Circus Performer

Margaret Armstrong

as Amy