Keenan Wynn
as Old Sailor
Linda Marlowe
as Pat
William Windom
as Capt. Harry Spaulding
Melvyn Douglas
as Adm. William Jessup
Gary Cockrell
as Lt. Victor Wade
Steve Franken
as Young Sailor
John Crawford
as Chief Petty Officer Paul Adams
Joyce Grenfell
as Mrs. Barham
Edward Binns
as Adm. Thomas Healy
Liz Fraser
as Sheila
Douglas Henderson
as Capt. Marvin Ellender
Edmon Ryan
as Adm. Hoyle
Paul Newlan
as Gen. William Hallerton
Alan Sues
as Petty Officer Enright
Bill Fraser
as Port Commander
Lou Byrne
as Nurse Captain
Alan Howard
as Port Ensign
Judy Carne
as 2nd "Nameless Broad"
Kathy Kersh
as 3rd "Nameless Broad"