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.
W.C. Fields
as Larson E. Whipsnade
Edgar Bergen
as The Great Edgar / Charlie McCarthy / Mortimer Snerd
Eddie 'Rochester' Anderson
as Cheerful
Constance Moore
as Victoria Whipsnade
John Arledge
as Phineas Whipsnade
James Bush
as Roger Bel-Goodie
Thurston Hall
as Mr. Archibald Bel-Goodie
Mary Forbes
as Mrs. Bel-Goodie
Edward Brophy
as Corbett
Arthur Hohl
as Burr
Princess Baba
as Princess Baba, The Great Edgar's Assistant
Charlie McCarthy
as Charlie (ventriloquist dummy)
