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| Gordon MacRae | Billy Bigelow |
| Shirley Jones | Julie Jordan |
| Cameron Mitchell | Jigger Craigin |
| Barbara Ruick | Carrie Pipperidge |
| Claramae Turner | Cousin Nettie |
| Robert Rounseville | Mr. Enoch Snow |
| Gene Lockhart | Starkeeper/Dr. Selden |
| Audrey Christie | Mrs. Mullin |
| Susan Luckey | Louise Bigelow |
| William LeMassena | Heavenly Friend |
| John Dehner | Mr. Bascombe |
| Jacques d'Amboise | Louise's Dancing Partner |
| Frank Tweddell | Captain Watson (uncredited) |
| Richard Deacon | First Policeman (uncredited) |
| Dee Pollak | Enoch Snow, Jr. (uncredited) |
| Sylvia Stanton | Contortionist (uncredited) |
| Mary Orozco | Fat Woman (uncredited) |
| Tor Johnson | Strong Man (uncredited) |
| Harry Johnson | Juggler (uncredited) |
| Marion Dempsey | Sword Swallower (uncredited) |
| Edward Mundy | Fire-eater (uncredited) |
| Angelo Rossitto | Midget (uncredited) |
Based on the lauded Rodgers and Hammerstein stage musical, this film follows the romance of Billy Bigelow, a charming carousel barker, and Julie Jordan, a pretty worker from a nearby mill. When the attractive young couple gets married, they also both find themselves unemployed, which puts a strain on their relationship. When Billy finds out that Julie is pregnant, he resorts to extreme measures to get money, a decision that leads to tragedy.
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