Harry Williams, member of the rhythm & blues band, Bloodstone, is about to go onstage for a concert when he is hit on the head. The rest that follows is his dream. The four band members become conductors on a train filled with characters and (impersonated) actors from the 1930s, such as W.C. Fields, Dracula, and Scarlett O'Hara. Various songs are featured. The singing conductors are obliged to solve a mystery; Marlon Brando is murdering Nelson Eddy, Jeanette McDonald and others by suffocating them in his armpits. A wacky funeral, a fight with a gorilla, and the threat of being turned into a wax museum figure are all part of Harry's dream.
| Actor | Role |
|---|---|
| WWillis Draffen Jr.Self | Self |
| CCharles LoveSelf | Self |
| CCharles McCormickSelf | Self |
| HHarry WilliamsSelf | Self |
| MMichael PayneProducer / Eric | Producer / Eric |
| GGuy MarksHumphrey Bogart | Humphrey Bogart |
 Jay RobinsonDracula | Dracula |
 Phyllis DavisScarlett O'Hara | Scarlett O'Hara |
| JJay LawrenceRhett Butler /Clark Gable | Rhett Butler /Clark Gable |
 Roberta CollinsJean Harlow | Jean Harlow |
| BBill OberlinW.C. Fields | W.C. Fields |
 John MyhersSheik | Sheik |
 Tracy ReedSaturday | Saturday |
| GGerri ReddickRhythm Professor | Rhythm Professor |
| PPeter RatrayNelson Eddy | Nelson Eddy |
| AAnn WillisJeanette MacDonald | Jeanette MacDonald |
| EElliot RobinsThe Godfather /Marlon Brando /The Wild One | The Godfather /Marlon Brando /The Wild One |
| PPeter GonneauAssistant Producer /Godson /Peter Lorre | Assistant Producer /Godson /Peter Lorre |
| JJack DeLeonNews reporter | News reporter |
| JJessamine MilnerBenny | Benny |
 Burt MustinGeorge | George |
| JJimmy Lennon Sr.Self | Self |
| BBob WestmorelandReferee | Referee |
| DDon DandridgeDoctor | Doctor |
| WWhitey HughesKiller Fewakki | Killer Fewakki |