James Cagney as Brian MacLean

Dennis Morgan as Johnny Dutton

Brenda Marshall as Emily Foster

Alan Hale as Tiny Murphy

George Tobias as Blimp Lebec

Reginald Gardiner as Scrounger Harris

W.A. Bishop as Himself

Reginald Denny as Commanding Officer

Russell Arms as Prentiss

Paul Cavanagh as Group Captain

Clem Bevans as Store-Teeth Morrison

J.M. Kerrigan as Foster

J. Farrell MacDonald as Dr. Neville

Patrick O'Moore as Fyffe

Morton Lowry as Carmichael

Owen Cathcart-Jones as Chief Flying Instructor

Frederick Worlock as President of Court Martial

Roland Drew as Officer

Lucia Carroll as Blonde

George Meeker as Playboy

Pat Flaherty as Drill Sergeant (uncredited)

Winifred Harris as Red Cross Collector (uncredited)