Richard Greene as Perry Townsend III

Nancy Kelly as Susan Leeds

Preston Foster as Lt. (j.g.) John C. Drake

George Bancroft as Capt. Leeds

Slim Summerville as Ellsworth 'Spuds' Fickett, cook

J. Farrell MacDonald as CWO 'Sails' Quincannon

Warren Hymer as Seaman Rocky Haggerty

Douglas Fowley as Seaman Pinky Brett

Dick Hogan as Seaman Johnny Miller

Elisha Cook Jr. as Seaman Rutherford Davis Pratt, aka 'The Professor'

George E. Stone as Seaman Irving Goldfarb

John Carradine as McAllison

Ward Bond as Seaman Olaf Swanson

Moroni Olsen as The Fleet Captain

Charles Trowbridge as RAdm. Joseph Maitland

Maxie Rosenbloom as Marine Sentry Sgt. Joe Duffy

Joan Valerie as Anne

Henry Armetta as Luigi

Jack Pennick as Bos'un 'Guns' McPeek

Robert Lowery as Sparks, radioman

Harry Strang as Seaman Grainger

Victor Varconi as Italian Naval Chaplain Vanzano

Russ Clark as Undetermined Part (script name, Anderson)

Charles Tannen as Undetermined Part (script name, Kelly)

Ernie Alexander as Warship Sailor

Murray Alper as Orderly in Maitland's Office

Lon Chaney Jr. as Marine Sentry

Dorothy Christy as McPeek's Girl

E. E. Clive as

Ray Cooke as Warship Sailor

Alan Davis as Maitland's Secretary-Lieutenant

Duke Green as Warship Sailor

Fred Malatesta as Italian Gendarme at the 'Maria Ann'

Frank Moran as Waiter at Dive

Manuel París as Italian Gendarme at the 'Maria Ann'

Ferdinand Schumann-Heink as German Officer

Dick Wessel as Dock Shore Patrolman (facing camera)