June Lang as Virginia Allerton

William Gargan as Stripes Thornton

Wallace Ford as Millard Barnes

Gilbert Roland as Oliver Barton

Etienne Girardot as Doc Spriggs

Katherine DeMille as Inda Barton

Grant Richards as George Allerton

Tom Dugan as Sgt. Reikker

Harry Woods as Capt. Lawson

Ted Osborne as Max Raft

Thurl Ravenscroft as Sportsman Quartet Member

John Rarig as Sportsman Quartet Member

Bill Days as Sportsman Quartet Member

Maxwell Smith as Sportsman Quartet Member

Jack Gardner as Radio Man

Lloyd Ingraham as Rev. Doctor

Dave O'Brien as Whitey - Navy Radio Man

Ray Walker as Cpl. Jones aka Jonesy - Radio Man