Colleen Moore

as Kathleen O'Connor

James Hall

as Rory O'More

Robert Homans

as Shamus O'Connor

Claude Gillingwater

as Michael O'Connor

Tom O'Brien

as Black Barney

Robert Emmett O'Connor

as Sir Timothy

Aggie Herring

as Granny O'More

Betty Francisco

as Frankie West

Julanne Johnston

as Goldie Devore

Edward Earle

as Ralph Prescott

Fred Kelsey

as County Fair Manager

Barney Gilmore

as County Fair Manager's Assistant

Charles McHugh

as County Fair Manager's Assistant

Madam Bosocki

as Fortune Teller

George 'Gabby' Hayes

as Taxi Driver

Anne Schaefer

as Landlady

John Beck

as Sir Timothy's Butler

Oscar Apfel

as Max North

Otto Lederer

as Izzy Levi

William H. Strauss

as Moe Levi

David Thursby

as Scotch Barker

Dan Crimmins

as The Trouble Maker

Dan Dowling

as Dancer