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| Bob Hope | Sylvester the Great |
| Virginia Mayo | Princess Margaret |
| Walter Brennan | Featherhead |
| Walter Slezak | La Roche |
| Victor McLaglen | Captain Barrett/The Hook |
| Marc Lawrence | Pedro |
| Hugo Haas | Owner of the 'Bucket of Blood' |
| Maude Eburne | Landlady of the 'Boar's Head Inn' |
| Adia Kuznetzoff | Don José Ramon Sebastian Rurales |
| Brandon Hurst | Mr. Pelly |
| Tom Kennedy | Alonzo |
| Stanley Andrews | Captain of the 'Mary Ann' |
| Robert Warwick | The King |
| Tom Tyler | Lieutenant (uncredited) |
| Rondo Hatton | Gorilla (uncredited) |
Princess Margaret flees her father to marry a commoner, but is abducted by notorious pirate The Hook . Also on board the pirate ship is The Great Sylvester, a cowardly actor who, disguised as a gypsy woman, was kidnapped by The Hook's tattoo artist, Featherhead . Dismayed to learn Sylvester is a man, Featherhead forces him to steal The Hook's treasure map, and take both it and Margaret to a distant island so he can later claim them.
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