John Barrymore as Gabby Harrigan

George Murphy as Rusty Stevens

Marjorie Weaver as Marjorie Blake

Joan Davis as Lizzie Olsen

Jack Haley as Wilbur Peters

George Barbier as Maj. Hubert Breckenridge

Donald Meek as Dean Thatcher

Ruth Terry as Edie

Johnny Downs as Dink

Paul Hurst as Slapsy

Guinn "Big Boy" Williams as Mike Wurgerski

Frank Sully as Steve Wurgerski

William Benedict as Sylvester

Charles C. Wilson as Coach Burke

Glenn Morris as Spencer

Doodles Weaver as Gilks