George O'Brien as Cadet John Randall

Helen Chandler as Nancy Wayne

William Janney as Midshipman Paul Randall

Stepin Fetchit as Smoke Screen

Frank Albertson as Midshipman Albert Edward Price

Joyce Compton as Marian Wilson

David Butler as Navy Coach

Lumsden Hare as Rear Admiral John Randall

Clifford Dempsey as Major General Somers

Ward Bond as Midshipman Harold

Rex Bell as Cadet (uncredited)

John Breeden as Midshipman (uncredited)

Ben Hall as Midshipman Joel Farragut Gish (uncredited)

Jack Pennick as Football Player (uncredited)

Harry Tenbrook as Assistant Navy Coach (uncredited)

Lee Tracy as Radio Announcer (uncredited)

John Wayne as