David Tomlinson as Lt. Fairweather

Peter Sellers as CPO Doherty

Wilfrid Hyde-White as Admiral Foley

Vera Day as Lily

Liliane Sottane as Susanne

Lionel Jeffries as Steady Barker

Malcolm Ranson as Small Boy

Peter Wayne as Lieutenant

Tom Gill as Flag Lieutenant

Michael Goodliffe as Nelson

Reginald Beckwith as Publican

Lionel Murton as Perkins

John Warren as Cooky

Howard Williams as Bunts

Peter Collingwood as Chippie

Barry Lowe as Webster

Edwin Richfield as Bennett

David Lodge as Scouse

Max Butterfield as Lofty

Sam Kydd as Bates

Frank Pettingell as Stationmaster

Donald Bisset as Farm Laborer

Leonard Fenton as Policeman

Basil Dignam as Coombes

Peter Coke as Cmdr. Price

Jack McNaughton as Regulating Petty Officer

Larry Noble as Quartermaster

Patrick Cargill as Commander

Michael Ripper as Decorator

Hugh Latimer as Lt Commander