Randolph Scott as Lt. Cm. McClain

James Brown as Lt. Paul Cartwright

Ella Raines as Joyce Cartwright

Barry Fitzgerald as Stooky

Andy Devine as Walsh

Fuzzy Knight as Cricket

Noah Beery Jr. as Stone

Richard Lane as Vice Admiral

Thomas Gomez as Smithy

Peter Lawford as Naval Officer

David Bruce as Lt. Rawlins

Murray Alper as Jones

James Flavin as 1st Lt. Bill Gardner

Walter Sande as Evans

Robert Mitchum as Sheppard

Cliff Robertson as Lookout

William Forrest as Commander Manning (uncredited)

Frank Faylen as Shipyard Painter

Frank Mayo as Captain of Merchant Ship

Charles McGraw as Chief Engineer

Milburn Stone as Canadian Captain

Martin Ashe as RAF Officer

Hooper Atchley as Civilian

Rod Bacon as Naval Academy Graduate

Howard Banks as Officer

Oliver Blake as Cook

Tom Brannigan as Newsboy

Gary Bruce as Officer

Paul Bryar as Stoker

Kendall Bryson as Naval Officer

Jimmy Butler as Rating

Charles Cane as Workman

Jimmy Carpenter as Lookout

Frank Coghlan Jr. as Rating

Eddie Coke as Rating

Richard Crane as Leading Torpedo Man

Leslie Denison as Pilot

Eddie Dew as Crewman

John Diggs as Bailey

Jimmie Dodd as Steward

Vernon Downing as Officer

John Elliott as Merchant Captain

John Estes as Rating

William Forrest as Commander Manning

John Frazer as Submarine Lieutenant

John Frederick as First Officer

Jack Gardner as Signalman

Stewart Garner as Officer

Joe Haworth as Officer

Holmes Herbert as Commodore Ramsay

Arthur Stuart Hull as Civilian

John James as Signalman

Earl Kent as Officer

Guy Kingsford as R.A.F. Pilot

Michael Kirk as Petty Officer

Rex Lease as Coxswain

Nelson Leigh as Naval Officer

Bob Lowell as Gunner's Mate

Morton Lowry as British Lieutenant

Jack Luden as Merchant Marine Officer

Edmund MacDonald as Lt. LeBlanc

Anthony Marsh as RAF Officer

Lester Matthews as British Captain

Bob McCutchin as Rating

Don McGill as Submarine Lieutenant

Claire Meade as Hostess

Sandra Morgan as Bit Role

Jack Mulhall as Officer

John Mylong as Submarine Commander

Gene O'Donnell as Wardroom Steward

George O'Hanlon as RCAL Wireless Operator

Oscar O'Shea as Capt. Smith

Franklin Parker as Captain

Jack Ray as Rating

Grandon Rhodes as Lieutenant

Addison Richards as Cmdr. Rowland

Pola Russ as Russian Woman

Charles Sherlock as First Mate

George Sherwood as Canadian Lieutenant

Bill Sloan as Quartermaster Anderson

Jack C. Smith as Workman

Freddie Steele as Quartermaster

Clarence Straight as Signalman

Carl Vernell as Leading Seaman

William Walker as Wireless Rating

Johnny Walsh as Rating

Phil Warren as Rating

Jack Wegman as Naval Captain

John Whitney as Quartermaster

Matt Willis as Roger

Ian Wolfe as Paymaster Commander

Neal Young as Officer