Norman Foster as Don Phelan

Evalyn Knapp as Wilma Howell

Eric Linden as Bob Starke

Purnell Pratt as Amos Starke

Irene Franklin as Victoria

Esther Ralston as Miss Winkler

Emma Dunn as Mrs. Phelan

Russell Hicks as Bert Taylor

Jason Robards Sr. as Nick

Syd Saylor as Flynn

George 'Gabby' Hayes as McCloskey

Dick Elliott as Starke's Aide

Christian Rub as Lars Swenson

Marie Wilson as Sailor's Girlfriend