U.S. Marshal Hopalong Cassidy is called when a town becomes overun with bad guys. Disguised as a member of a medicine show, Hoppy discovers that the ringleader is none other than sweet li'l ol' Ma Burton.

William Boyd
as Hopalong Cassidy

Russell Hayden
as Lucky Jenkins

Marjorie Rambeau
as Ma Burton

Bernadene Hayes
as Paula Tate

Earle Hodgins
as Rufus Tate

Britt Wood
as Axel

Kenneth Harlan
as Blake

William Pagan
as Flint

George Anderson
as Tex Barnes

Jack Rockwell
as John Gardner