Wallace Beery as Jim Breedin

Tom Drake as Johnny Lorgen

Dorothy Patrick as Elaine Carter

Gladys George as Madge Parkson

Leon Ames as Matt Enley

Warner Anderson as Capt. Charlie Lopen

John Qualen as No End

Sheldon Leonard as Harry Bealer

Trevor Bardette as Jig Johnson

Marc Krah as Spats Edwards

Jeff Corey as Zu

William Forrest as Carruthers