 | Elvis Presley Charlie Rogers |
 | Barbara Stanwyck Maggie Morgan |
 | Joan Freeman Cathy Lean |
 | Leif Erickson Joe Lean |
 | Sue Ane Langdon Madame Mijanou |
 | Pat Buttram Harry Carver |
 | Joan Staley Marge |
 | Dabbs Greer Arthur Nielsen |
 | Steve Brodie Fred |
 | Norman Grabowski Sam |
 | Jack Albertson Lou |
 | Jane Dulo Hazel |
 | Joel Fluellen Cody Marsh |
 | Wilda Taylor Little Egypt |
 | Beverly Adams Cora (uncredited) |
 | Al Bain Carnival Patron (uncredited) |
 | John Barton Carnival Patron (uncredited) |
 | Billy Barty Billy (uncredited) |
 | Kenneth Becker Gregg (uncredited) |
 | Lynn Borden College Girl (uncredited) |
 | Owen Bush Man (uncredited) |
| Del Casher Guitarist (uncredited) |
| Dick Cherney Carnival Patron (uncredited) |
| Charles Cirillo Carnival Patron (uncredited) |
 | Steve Condit Boy with Balloons (uncredited) |
| Roger Creed Deputy (uncredited) |
| Connie Ducharme College Girl (uncredited) |
| Duke Fishman Carnival Patron (uncredited) |
 | Joseph Forte Concessionaire (uncredited) |
| Carey Foster College Girl (uncredited) |
 | Linda Foster College Girl (uncredited) |
| Jimmie Lee Gaines Boy (uncredited) |
 | Teri Garr Carnival Dancer (uncredited) |
 | Joy Harmon College Girl (uncredited) |
| Chester Hayes Clown (uncredited) |
| Barbara Hemingway Fat Lady (uncredited) |
 | James Hibbard Dancer (uncredited) |
 | Marianna Hill Viola (uncredited) |
| Jesse Wayne Carnival Worker (uncredited) |
 | Raquel Welch College Girl (uncredited) |
 | Red West Carnival Worker (uncredited) |
 | Richard Kiel Strongman (uncredited) |
| Directing | |
| John Rich | Director |
Writing | |
| Allan Weiss | Screenplay |
Art | |
| Hal Pereira | Art Direction |
| Walter H. Tyler | Art Direction |
Writing | |
| Anthony Lawrence | Screenplay |
Camera | |
| Lucien Ballard | Director of Photography |
Production | |
| Hal B. Wallis | Producer |
Editing | |
| Warren Low | Editor |
Sound | |
| Charles Grenzbach | Sound Recordist |
Costume & Make-Up | |
| Wally Westmore | Makeup Supervisor |
| Nellie Manley | Hair Supervisor |
Production | |
| Paul Nathan | Associate Producer |
Sound | |
| Joseph J. Lilley | Original Music Composer |
Directing | |
| Michael D. Moore | Assistant Director |
Costume & Make-Up | |
| Edith Head | Costume Design |
Crew | |
| Paul K. Lerpae | Special Effects |
| Tom Parker | Technical Advisor |
Writing | |
| Allan Weiss | Story |
Sound | |
| John R. Carter | Sound Recordist |
Art | |
| Robert R. Benton | Set Decoration |
| Sam Comer | Set Decoration |
