James Garner as Lt. Commander Charles E. Madison

Julie Andrews as Emily Barham

Melvyn Douglas as Admiral William Jessup

James Coburn as Lt. Commander Paul "Bus" Cummings

Joyce Grenfell as Mrs. Barham

Edward Binns as Admiral Thomas Healy

Liz Fraser as Sheila

Keenan Wynn as Old Sailor

William Windom as Captain Harry Spaulding

John Crawford as Chief Petty Officer Paul Adams

Douglas Henderson as Captain Marvin Ellender

Edmon Ryan as Admiral Hoyle

Steve Franken as Young Sailor

Paul Newlan as General William Hallerton

Gary Cockrell as Lieutenant Victor Wade

Alan Sues as Enright

Bill Fraser as Port Commander

Lou Byrne as Nurse Captain

Alan Howard as Port Ensign

Linda Marlowe as Pat

Janine Gray as 1st "Nameless Broad"

Judy Carne as 2nd "Nameless Broad"

Kathy Kersh as 3rd "Nameless Broad"

Larry Billman as Sailor (uncredited)

Carol Cleveland as Army Driver (uncredited)

Luis Delgado as Marine on Landing Craft (uncredited)

Paul Genge as Officer (uncredited)

Jim Jacobs as Navy Aircrewman (uncredited)

Bob Johnson as Documentary Narration (voice) (uncredited)

Kent McCord as Soldier (uncredited)

Jack Raine as Hotel Waiter (uncredited)

Fred Rapport as Party Guest (uncredited)

Sharon Tate as Girl (uncredited)

Red West as Soldier (uncredited)