Jack Benny presents a variety hour with a carnival theme that stars Lucille Ball, Johnny Carson, Ben Blue, and Paul Revere and The Raiders. Cameos by The Smothers Brothers (as Joe-Joe, the two-headed boy), George Burns (as Martine, the Bearded Lady), and Dean Martin (as Rip Van Rinkle, the sleeping man). Songs include Lucille Ball singing "It's So Nice To Have a Man Around the House" and "Cleo" (to the tune of "Mame"), "Too Much Talk" and "Him or Me" sung by Paul Revere and The Raiders.
| Actor | Role |
|---|---|
 Jack BennySelf | Self |
 Lucille BallSelf | Self |
 Johnny CarsonSelf | Self |
 Ben BlueSelf | Self |
 Larry J. BlakePoliceman | Policeman |
 George BurnsSelf | Self |
 Don DrysdaleSelf | Self |
| SSid FieldsCarnival Owner / Comedian | Carnival Owner / Comedian |
 Bob HopeSelf | Self |
 Dean MartinSelf | Self |
 Paul RevereSelf | Self |
 Benny RubinTonto | Tonto |
 Almira SessionsOld Lady on Midway | Old Lady on Midway |
 Dick SmothersSelf | Self |
 Tom SmothersSelf | Self |
 Danny ThomasSelf | Self |
 Herb VigranPoliceman | Policeman |
| LLarry BillmanDancer (uncredited) | Dancer (uncredited) |
| RRobert 'Big Buck' MaffeiGiant (uncredited) | Giant (uncredited) |