Mae West ... Flower Belle Lee
W.C. Fields ... Cuthbert J. Twillie
Joseph Calleia ... Jeff Badger
Dick Foran ... Wayne Carter
Ruth Donnelly ... Aunt Lou
Margaret Hamilton ... Mrs. Gideon
Donald Meek ... Amos Budge
Fuzzy Knight ... Cousin Zeb
Willard Robertson ... Uncle John
George Moran ... Milton
Jackie Searl ... Boy (as Jack Searl)
Fay Adler ... Mrs. 'Pygmy' Allen
Gene Austin ... Saloon Musician
Russell Hall ... Candy (as 'Candy')
Otto Heimel ... Coco (as 'Coco')
rest of cast listed alphabetically:
Mark Anthony ... Townsman (uncredited)
Hank Bell ... Townsman (uncredited)
William 'Billy' Benedict ... Lem (uncredited)
Georgie Billings ... Boy (uncredited)
Wade Boteler ... Leading Citizen (uncredited)
Al Bridge ... Barfly Drinking Straight Whiskey (uncredited)
Harlan Briggs ... Hotel Clerk (uncredited)
Bob Burns ... Barfly (uncredited)
Eddie Butler ... Henchman (uncredited)
Lane Chandler ... Porter (uncredited)
Lita Chevret ... Indian squaw (uncredited)
Bing Conley ... Henchman (uncredited)
Jimmy Conlin ... Squawk Mulligan - Bartender (uncredited)
Jeff Conlon ... Man (uncredited)
William B. Davidson ... Sheriff of Little Bend (uncredited)
Clyde Dembeck ... Boy on Train (uncredited)
Jan Duggan ... Uppity Little Bend Woman (uncredited)
Frank Ellis ... Townsman Wanting to Form Posse (uncredited)
Al Ferguson ... Train Passenger (uncredited)
Chester Gan ... Chinese Train Passenger (uncredited)
Slim Gaut ... Bowlegged Man (uncredited)
Ben Hall ... Schoolboy (uncredited)
Buddy Harris ... Porter (uncredited)
Charles Hart ... Schoolboy (uncredited)
Edward Hearn ... Barfly Drinking Panther (uncredited)
Otto Hoffman ... Pete - Printer (uncredited)
Lloyd Ingraham ... Townsman Wanting to Form Posse (uncredited)
Danny Jackson ... Schoolboy (uncredited)
Si Jenks ... Deputy (uncredited)
John Kelly ... Henchman (uncredited)
Walter McGrail ... Townsman (uncredited)
Robert McKenzie ... Townsman (uncredited)
Charles McMurphy ... Townsman (uncredited)
George Melford ... Greasewood Sheriff-Elect on Train (uncredited)
James C. Morton ... Train Conductor (uncredited)
Anne Nagel ... Miss Foster - Schoolteacher (uncredited)
Vester Pegg ... Gambler (uncredited)
Bob Reeves ... Barfly (uncredited)
Addison Richards ... Judge (uncredited)
Betty Roche ... Salvation Army Girl (uncredited)
Jack Roper ... Henchman (uncredited)
Dick Rush ... Man (uncredited)
Buster Slaven ... Schoolboy (uncredited)
Dorothy Vernon ... Diner (uncredited)
Morgan Wallace ... Gambler (uncredited)
Delmar Watson ... Boy (uncredited)
Blackie Whiteford ... Townsman (uncredited)
Joe Whitehead ... Townsman (uncredited)
Bill Wolfe ... Barfly in Trance (uncredited)

Rightly suspected of illicit relations with the Masked Bandit, Flower Belle Lee is run out of Little Bend. On the train she meets con man Cuthbert J. Twillie and pretends to marry him for "respectability." Arrived in Greasewood City with his unkissed bride, Twillie is named sheriff by town boss Jeff Badger...with an ulterior motive. Meanwhile, both stars inimitably display their specialties, as Twillie tends bar and plays cards, and Flower Belle tames the town's rowdy schoolboys...

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