Frank Morgan

King Fredrick Romanikov

Edna May Oliver

Queen of Romanza

Ray Bolger

Bill Delroy

Ilona Massey

Brenda

Billy Gilbert

Oloff

Reginald Owen

Chancellor

Clay Clement

Captain Banner

Virginia Grey

Mary Callahan

George Zucco

General Maroff

Jerry Colonna

Joseph

William Demarest

Army Coach

Kay Aldridge

Lady in Waiting (uncredited)

Roy Barcroft

Conspirator (uncredited)

Lane Chandler

Army Assistant Football Coach (uncredited)

Tommy Bond

Mickey (uncredited)

Purnell Pratt

Ship Captain (uncredited)

Wanda Perry

Girl (uncredited)