Pat O’Brien as Butch Rogers

George Brent as Lt. Commander Dan Matthews

Wayne Morris as "Sock" McGillis

Frank McHugh as "Lucky" Jones

Doris Weston as Ann Sawyer

Henry O'Neill as Admiral Thomas

Dennie Moore as Arabella

Veda Ann Borg as Dolly

Regis Toomey as Tom Callan

Nina Quartero as Panama Percentage Girl

Rosella Towne as Mary

Pat Flaherty as Louie - Disagreeable Bluejacket at Panama

Anna Demetrio as Panamanian Lottery Ticket Seller