Robert Young as Roger 'Rog' Ash

James Stewart as John 'Truck' Cross

Florence Rice as Patricia 'Pat' Gates

Billie Burke as Mrs. Alyce Gates

Lionel Barrymore as Captain 'Skinny' Dawes

Tom Brown as Richard Arnold 'Dick' Gates Jr.

Samuel S. Hinds as Richard Gates Sr.

Paul Kelly as Tommy Milton

Barnett Parker as Graves

Frank Albertson as Weeks

Minor Watson as Lt. Milburn

Robert Middlemass as Academy Superintendent

Phillip Terry as Kelly

Charles Waldron as Cmdr. Carter

Pat Flaherty as Coach of Southern Institute

Dennis Morgan as Marine 2nd Lt.

Matt McHugh as Heckler

Ted Pearson as Harnet

Don 'Red' Barry as Mason (Southern Institute football player) (uncredited)

Paul Barrett as Classman #1 (uncredited)

Barbara Bedford as Hospital Nurse (uncredited)

Julie Bescos as Vance Hill (uncredited)

Roger Converse as Size Inspector (uncredited)

Walter S. DeLany as Oath Commander (uncredited)

Donald Douglas as Lt. North (uncredited)

Louis Durst as College Messenger (uncredited)

Eddie Hall as Reporter (uncredited)

Tom Hanlon as Commentator #2 (uncredited)

Eddie Hart as Football Official (uncredited)

Oscar 'Dutch' Hendrian as Football Official (uncredited)

John Hiestand as Commentator #1 (uncredited)

Robert Hoover as Parr (uncredited)

Wilfred Lucas as Ship's Captain (uncredited)

George Magrill as Cadet Prankster (uncredited)

Harold Miller as Man at Graduation Dance (uncredited)

Bert Moorhouse as Officer at Bell Ringing Ceremony (uncredited)

Will Morgan as Classman (uncredited)

Jack Pennick as Ship's Fireman (uncredited)

Cyril Ring as Naval Officer at Football Game (uncredited)

John Shelton as Cadet (uncredited)

Walter Soderling as Dr. Ryder (uncredited)

Henry Taylor as Bartender (uncredited)

Joseph R. Tozer as Gates' Butler #2 (uncredited)

Dale Van Sickel as Christmas Party Guest (uncredited)

Buddy Williams as Porter (uncredited)

Dick Winslow as Seaman Messenger (uncredited)