Robert Taylor

as Ens. Alan Drake

Ruth Hussey

as Lorna Gray

Walter Pidgeon

as Squadron Commander Billy Gary

Paul Kelly

as Lieut. Cmdr. 'Dusty' Rhodes

Shepperd Strudwick

as Lieut. Jerry Banning

Red Skelton

as Lieut. 'Mugger' Martin

Nat Pendleton

as C.P.O. 'Spike' Knowles

Dick Purcell

as Lieut. 'Stichy' Payne