Cary Grant

as Lieutenant Commander Matt Sherman

Tony Curtis

as Lieutenant Nicholas Holden

Joan O'Brien

as 2nd Lieutenant Dolores Crandall

Dina Merrill

as 2nd Lieutenant Barbara Duran

Gene Evans

as Chief Molumphry

Dick Sargent

as Ensign Stovall (as Richard Sargent)

Virginia Gregg

as Major Edna Heywood

Robert F. Simon

as Captain J.B. Henderson