Red Skelton as Aubrey Filmore

Brian Donlevy as Kurt Devlynn

Arlene Dahl as Sallyann Weatharby

George Coulouris as Maj. Jack Drumman aka The Grey Spider

Lloyd Gough as Capt. Steve Lorford

John Ireland as Capt. Jed Calbern

Minor Watson as Gen. Watkins

Charles Dingle as Col. Weatharby

Joyce Compton as Hortense Dobson

Louise Beavers as Laundry Woman

Arthur Space as Hotel Desk Clerk

Paul Harvey as Hotel Manager

Byron Foulger as Mr. Duncan (scenes deleted)

Harry Woods as Dentist (uncredited)