Cast
- Shirley Temple as Betsy Brown, an orphan
- Edward Ellis as Pop Shea, Betsy's parents' friend
- Edna May Oliver as Sarah Wendling
- Donald Meek as Willoughby Wendling, her brother
- George Murphy as Roger, Sarah's nephew, Betsy's adoptive father
- Phyllis Brooks as Barbara, Pop's daughter, Betsy's adoptive mother
- Jimmy Durante as Jimmy Clayton, a bandleader
- Jane Darwell as Miss Hutchins
- Patricia Wilder as Flossie
- George Barbier as Fiske
- Barbra Bell Cross as Carol, an orphan
- El Brendel as Ole, an animal trainer
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