Marilyn Miller as Sunny Peters

Lawrence Gray as Tom Warren

Joe Donahue as Jim Denning

O. P. Heggie as Peters

Inez Courtney as 'Weenie'

Barbara Bedford as Margaret Manners

Judith Vosselli as Sue

Clyde Cook as Sam

Mackenzie Ward as Wendell-Wendell

Harry Allen as Side Show Barker

William B. Davidson as First Ship's Officer

Jay Eaton as Man 'Weenie' Flirts with at Ball

Bill Elliott as One of Tom's War Buddies

June Gittelson as Mrs. Hammerslagger

Ben Hendricks Jr. as Second Ship's Officer

Herbert Prior as Marriage Officiant

B.F. Blinn as Party Guest (uncredited)

Franklin Pangborn as Party Guest (uncredited)

Ellinor Vanderveer as Party Guest (uncredited)