Dick Powell

Richard 'Dick' Melville III

Ruby Keeler

June Blackburn

Lewis Stone

Adm. Richard Melville

Ross Alexander

Lafayette 'Sparks' Brown

Eddie Acuff

Lincoln 'Cowboy'

Dick Foran

Gifford

John Arledge

Johnny 'Coxswain' Lawrence

Robert Light

Ted Sterling

Joe King

Commander Doughlin (uncredited)

Henry Kolker

Doctor (uncredited)

Joseph Crehan

Spike (uncredited)

Mary Treen

Cowboy's Girl (uncredited)

Carlyle Moore Jr.

Second Classman (uncredited)

Niles Welch

Examiner (uncredited)

Victor Potel

Loafer (uncredited)

George H. Reed

Servant (uncredited)

Emmett Vogan

Inspecting Officer (uncredited)

Selmer Jackson

Commander Gibbs (uncredited)

Edward McWade

Tailor (uncredited)

Ronnie Cosby

Little Boy (uncredited)

James Flavin

Lieutenant (uncredited)

Martha Tibbetts

Cload Room Girl (uncredited)

Dick Winslow

Accordionist (uncredited)

Walter Miller

Chief Water Tender (uncredited)

Edward Keane

Piane Doctor (uncredited)

Bess Flowers

Nurse (uncredited)

Arline Pretty

Nurse (uncredited)

Howard Wilson

First Classman (uncredited)