Cary Grant

as Capt. Henri Rochard

Ann Sheridan

as Lt. Catherine Gates

Marion Marshall

as Lt. Kitty Lawrence

Randy Stuart

as Lt. Eloise Billings

Bill Neff

as Capt. Jack Ramsey

Russ Conway

as Cmdr. Willis - Chaplain (uncredited)

Gene Garrick

as Tony Jowitt (uncredited)

William Self

as Sergeant (uncredited)