William Powell
as Lt. "Doc"
Henry Fonda
as Lt. JG Douglas A. "Doug" Roberts
James Cagney
as Capt. Morton
Ward Bond
as Chief Petty Officer Dowdy
Betsy Palmer
as Lt. Ann Girard
Phil Carey
as Mannion
Nick Adams
as Reber
Harry Carey Jr.
as Stefanowski
Ken Curtis
as Yeoman 3rd Class Dolan
Frank Aletter
as Gerhart
Fritz Ford
as Lindstrom