The Great Elmer and Company, two out-of-work magicians, help lovelorn Jerry Bronson adopt Spanky Milford, to distract him. When Bronson makes up and elopes, the pair are stuck with the little boy. But Spanky inherits a Kentucky fortune, so they head south to Banesville, where the Milfords and Wakefields are conducting a bitter feud.
Bert Wheeler
as Willie Doyle
Robert Woolsey
as Elmer Dugan
Mary Carlisle
as Gloria Wakefield
George McFarland
as Spanky Milford
Noah Beery
as Col. Wakefield
Lucille La Verne
as Aunt Hannah Milford
Willie Best
as Buckshot (as Sleep 'n' Eat)
Margaret Dumont
as Mrs. Baxter
Louis Mason
as Judge Ezra Milford
Paul Page
as Jerry Bronson
Frank McGlynn Jr.
as Jeff Wakefield
Richard Alexander
as Hank Wakefield
