Dick Powell as Phil "Sarge" Sargeant

Ann Dvorak as Claire Gore

Pat O'Brien as Coach Gore

Arthur Byron as Phillip Sargent

Lyle Talbot as Buck Weaver

Hugh Herbert as Barnett

Arthur Hohl as Seymour Young

Charles C. Wilson as Charles Hauser

Guinn 'Big Boy' Williams as Matthews

Nat Pendleton as Petrowski

Phillip Reed as Westerman

Donald Meek as Spencer Trask

Berton Churchill as Otis

Harry Beresford as Professor

Herman Bing as Prof. Glantz

Joe Sawyer as Holcomb

Philip Faversham as Editor

Ward Bond as Assistant Coach (uncredited)

Milton Kibbee as Photographer (uncredited)

Sam McDaniel as Lunch Wagon Proprietor (uncredited)

Dave O'Brien as Student on Tennis Court (uncredited)

Larry Steers as Man with Check (uncredited)

John Wayne as Football player (uncredited)