Jerry and Pete are two friends with no money and are looking for a job. They finally find employment working in a circus, but Jerry has different dreams. He wants to become a clown.
| Actor | Role |
|---|---|
 Dean MartinPete Nelson | Pete Nelson |
 Jerry LewisJerry Hotchkiss | Jerry Hotchkiss |
 Joanne DruJill Brent | Jill Brent |
 Zsa Zsa GaborSaadia | Saadia |
 Wallace FordSam Morley | Sam Morley |
 Elsa LanchesterThe Bearded Lady | The Bearded Lady |
 Sig RumanFritz Schlitz | Fritz Schlitz |
 Nick CravatTimmy | Timmy |
 Kathleen FreemanCustard Pie Gag Victim | Custard Pie Gag Victim |
| RRobert 'Bob' AtterburyThe Great Nero(High Wire Walker)(uncredited) | The Great Nero(High Wire Walker)(uncredited) |
| GGeorge BoyceCircus Clown(uncredited) | Circus Clown(uncredited) |
 Chet BrandenburgCircus Roustabout(uncredited) | Circus Roustabout(uncredited) |
| DDrew CahillSecond Soldier(uncredited) | Second Soldier(uncredited) |
| FFrank CarterArmy Captain(uncredited) | Army Captain(uncredited) |
 Sue CaseyCircus Snake Charmer(uncredited) | Circus Snake Charmer(uncredited) |
 Chick ChandlerDrop-the-Dip Pitchman(uncredited) | Drop-the-Dip Pitchman(uncredited) |
 Sandy DescherCrippled Girl | Crippled Girl |