John Wayne as Captain John Ashley

Ann Rutherford as Virginia Terry

Cy Kendall as Adjutant General Benedict Holden

Bob Kortman as Captain Hays

Fred 'Snowflake' Toones as Snowflake

Sam Flint as Governor of Texas

Dennis Moore as Dick Terry

Jim Toney as Jed Calicutt

Etta McDaniel as Mammy

Yakima Canutt as Bull Horrell

Lloyd Ingraham as Tucker

James A. Marcus as Mayor

Rodney Hildebrandt as Cavalry Captain

Eugene Jackson as Harmonica Player / Dancer

Floyd Shackelford as Armstrong

Nina Mae McKinney as Dancer (uncredited)

Bob Burns as Jeff Pruitt