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| Danny Kaye | Hubert Hawkins |
| Glynis Johns | Maid Jean |
| Basil Rathbone | Sir Ravenhurst |
| Angela Lansbury | Princess Gwendolyn |
| Cecil Parker | King Roderick I |
| Mildred Natwick | Griselda |
| Robert Middleton | Sir Griswold |
| Michael Pate | Sir Locksley |
| Herbert Rudley | Captain of the Guard |
| Noel Drayton | Fergus |
| Edward Ashley | Black Fox |
| John Carradine | Giacomo |
| Alan Napier | Sir Brockhurst |
| Lewis Martin | Sir Finsdale |
| Patrick Aherne | Sir Pertwee |
| Richard Kean | Archbishop |
| Larry Pennell | Novice Knight (uncredited) |
Former carnival performer Hubert Hawkins and maid Jean are assigned to protect the infant royal heir from tyrannical King Roderick I . While Jean takes the baby to an abbey, Hawkins gains access to the court by impersonating the king's jester, unaware that the jester is really an assassin hired by scheming Sir Ravenhurst . When Princess Gwendolyn, falls for Hawkins, a witch secretly aids him in becoming a knight.
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