| Daniel Boone | ... | Boy in Balcony | |
| Frances Bowling | ... | Girl with the letter O on her sweater | |
| Henry Brandon | ... | Barnaby (opera impressario) | |
| Tom Braunger | ... | Kid | |
| Bill Cody Jr. | ... | Waiter | |
| John 'Uh huh' Collum | ... | Kid at Club Spanky | |
| Gino Corrado | ... | Singer | |
| Wilma Cox | ... | Miss Jones (stenographer) | |
| Patsy Currier | ... | Girl Near Dickie | |
| Dix Davis | ... | Boy Sitting at Table | |
| Barry Downing | ... | Boy in Balcony | |
| Charles Flickinger | ... | Boy | |
| David Freeman | ... | Conductor | |
| Betsy Gay | ... | Blonde Girl Fan of Alfalfa | |
| Joe Geil | ... | Corky | |
| Cordell Hickman | ... | Musician in Buckwheat's Band (as Bobbie Hickman) | |
| Darla Hood | ... | Darla | |
| Jackie Horner | ... | Girl Wearing Exclamation Point on Sweater (as Dorothy Horner) | |
| Philip Hurlic | ... | Boy (unconfirmed) | |
| Gloria Hurst | ... | Blonde Hula Girl | |
| Dickie Jones | ... | Dickie, Curtain Operator | |
| Darwood Kaye | ... | Waldo | |
| Georgia Jean LaRue | ... | Girl in the Love Bug Act | |
| Eugene 'Porky' Lee | ... | Porky | |
| Henry 'Spike' Lee | ... | Spike, Farm Boy | |
| Ada Lynn | ... | Girl | |
| George 'Spanky' McFarland | ... | Spanky | |
| Tommy McFarland | ... | Tommy | |
| Billy Mindy | ... | Chauffeur (as Billy Minderhout) | |
| Priscilla Montgomery | ... | Girl Wearing Letter 'T' | |
| Raymond Rayhill Powell | ... | Boy Sitting at Table | |
| June Preston | ... | Little blond curley girl | |
| Josephine Roberts | ... | Girl (unconfirmed) | |
| Annie Ross | ... | Loch Lomond Singer (as Annabelle Logan) | |
| Tommy Ryan | ... | Boy in Love Bug Singing Act (as Philip MacMahon) | |
| Jimmy Sommerville | ... | Blonde Boy in Balcony | |
| Carl 'Alfalfa' Switzer | ... | Alfalfa | |
| Harold Switzer | ... | Harold, Farm Boy | |
| Billie 'Buckwheat' Thomas | ... | Buckwheat | |
| Bobs Watson | ... | Boy (unconfirmed) | |
| Doodles Weaver | ... | Winstead (piano player) | |
| Kenneth Wilson | ... | Boy (unconfirmed) | |
| Robert Winkler | ... | Boy Carrying Sign in Film Beginning | |
| Gloria Browne | ... | Tall Hula Girl (uncredited) | |
| Bobby Crockett | ... | One of the Boy Wearing Kilt (uncredited) | |
| Tim Davis | ... | Boy Sitting at Table (uncredited) | |
| Billy Diamond | ... | Boy Fan of Alfalfa (uncredited) | |
| Dorothy Heinrichs | ... | Girl Sitting at Table (uncredited) | |
| Paul Hilton | ... | Boy Sitting at Table (uncredited) | |
| Don Hulbert | ... | Boy Dancer (uncredited) | |
| Payne B. Johnson | ... | Boy in Band (uncredited) | |
| Patsy May | ... | Hatcheck Girl (uncredited) | |
| Roger McGee | ... | Waiter / Announcer (uncredited) | |
| Norman Salling | ... | Boy Sitting at Table (uncredited) | |
| Clifford Severn | ... | Waiter (uncredited) | |
| Nora Rita Stein | ... | Girl Wearing the Letter 'F' on Sweater (uncredited) | |
| Helen Westcott | ... | Girl Wearing the Letter 'I' on Sweater (uncredited) | |
| Camille Williams | ... | Girl Wearing the Letter 'L' on Sweater (uncredited) | |
| Laura June Williams | ... | Hula Girl on Right Side (uncredited) | |
| Rhoda Williams | ... | Girl Sitting at Table (uncredited) |
Directed by | |||
| Gordon Douglas | |||
Writing credits(in alphabetical order) | ||
| Jack Jevne | story department | |
Produced by | |||
| Hal Roach | .... | producer | |
| Sidney S. Van Keuren | .... | associate producer (as S.S. Van Keuren) | |
Original Music by | |||
| Marvin Hatley | (uncredited) | ||
| Arthur Morton | (uncredited) | ||
Cinematography by | |||
| Art Lloyd | |||
Film Editing by | |||
| William H. Ziegler | (as William Ziegler) | ||
Art Department | |||
| William Stevens | .... | property department | |
Sound Department | |||
| Warren B. Delaplain | .... | sound (as W.B. Delaplain) | |
Visual Effects by | |||
| Roy Seawright | .... | visual effects (uncredited) | |
Camera and Electrical Department | |||
| Stax Graves | .... | still photographer | |
Costume and Wardrobe Department | |||
| Harry Black | .... | costumer | |
Music Department | |||
| Marvin Hatley | .... | musical director | |
| Marvin Hatley | .... | composer: stock music (uncredited) | |
| Arthur Morton | .... | orchestrator (uncredited) | |
Other crew | |||
| Bud Murray | .... | choreographer | |
| Lawrence Tarver | .... | assistant to producer | |
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| Reunion in Rhythm | Hearts Are Thumps | Cousin Wilbur | Bored of Education | Framing Youth |
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| Full cast and crew | Company credits | External reviews |
| IMDb Comedy section | IMDb USA section |
If you ever want to see an Our Gang/ Little rascals short, this is the one to see. A big-budget musical short that features a floor show in snazzy Club Spanky (thanks to the convenient plot device of having Alfalfa dream the whole thing), "Our Gang Follies of 1938" was the last truly great film in the Our Gang series and the last two-reel comedy Hal Roach would ever produce. This short is incredibly enjoyable, it's dialogue and gags instantly quotable, its songs are insanely catchy...and Buckwheat (excuse me, "CAB" Buckwheat) is the band leader. A winner by all accounts.
Interestingly enough, when MGM bought Our Gang from Hal Roach not six months after this short was produced, they tried a number of time to produce a short to match this one ("Ye Old Minstrels," "Melodies Old and New," "Calling All Kids," etc.) but it never happened.