Spencer Tracy as Pete Sandidge

Irene Dunne as Dorinda Durston

Van Johnson as Ted Randall

Ward Bond as Al Yackey

James Gleason as “Nails” Kilpatrick

Lionel Barrymore as The General

Barry Nelson as Dick Rumney

Esther Williams as Ellen Bright

Henry O'Neill as Col. Sykes

Don DeFore as James J. Rourke

Charles Smith as Sanderson

Addison Richards as Maj. Corbett

Irving Bacon as Cpl. Henderson (uncredited)

Eve Whitney as Rourke’s girlfriend (uncredited)

Kirk Alyn as Officer in Heaven (uncredited)

Bill Arthur as Cadet (uncredited)

Martin Ashe as Sergeant in Chinese Restaurant (uncredited)

George Atkinson as Waiter (uncredited)

Dora Baker as Charwoman (uncredited)

Steve Barclay as Flier (uncredited)

Ted Billings as Man (uncredited)

Charles Bimbo as Man (uncredited)

William Bishop as Ray - Transport Pilot (uncredited)

John Bogden as Cadet (uncredited)

Becky Bohanon as English Girl (uncredited)

Eddie Borden as Taxi Driver (uncredited)

Fred Coby as Cadet (uncredited)

Eddie Coke as Corporal (uncredited)

Peter Cookson as Sgt. Hanson (uncredited)

Oliver Cross as American Major (uncredited)

Mark Daniels as Lieutenant (uncredited)

Edwards Davis as Bartender (uncredited)

Vernon Downing as English Liaison Officer (uncredited)

Johnny Dunn as Cadet (uncredited)

Blake Edwards as Flyer (uncredited)

Mary Elliott as Dance Hall Girl (uncredited)

Frank Faylen as Major (uncredited)

Craig Flannagan as American Lieutenant (uncredited)

John Frederick as Lt. Ridley (uncredited)

Mary Ganley as Woman in Chinese Restaurant (uncredited)

Leatrice Joy Gilbert as Woman in Chinese Restaurant (uncredited)

Gibson Gowland as Bartender (uncredited)

Richard Graham as Crew Member (uncredited)

Herbert Gunn as Cadet (uncredited)

Aileen Haley as Hostess (uncredited)

Edward Hardwicke as George - English Boy (uncredited)

Carey Harrison as American Major in Red Lion Inn (uncredited)

Louise Hart as Cadet (uncredited)

Gertrude Hoffmann as Old Woman (uncredited)

Earl Kent as American Lieutenant (uncredited)

Charles King as Lt. Collins (uncredited)

George Kirby as Fisherman (uncredited)

Harold Landon as Cadet (uncredited)

Nelson Leigh as Man (uncredited)

Robert Lowell as Flier (uncredited)

Peggy Maley as Woman (uncredited)

William Manning as Co-Pilot (uncredited)

James Martin as Cadet (uncredited)

Mary McLeod as Hostess (uncredited)

James Millican as Orderly (uncredited)

Neyle Morrow as Flier (uncredited)

Maurice Murphy as Capt. Robertson (uncredited)

Melvin Nix as American Lieutenant (uncredited)

Tarquin Olivier as Boy (uncredited)

Stanley Orr as English Captain (uncredited)

Michael Owen as American Lieutenant (uncredited)

Jean Prescott as Mother (uncredited)

Marshall Reed as Flyer (uncredited)

Walter Sande as Sande - Mess Sergeant (uncredited)

Jack Saunders as American Captain (uncredited)

Earl Schenck as Col. Hendricks (uncredited)

Ken Scott as Cadet (uncredited)

Bernard Sell as Co-Pilot (uncredited)

Violet Seton as Bartender's Wife (uncredited)

Christopher Severn as Peter - English Boy (uncredited)

Ernest Severn as Davey - English Boy (uncredited)

Raymond Severn as Cyril - English Boy (uncredited)

Yvonne Severn as Elizabeth - English Girl (uncredited)

Jessie Tai Sing as Headwaitress (uncredited)

Bill Sloan as Man (uncredited)

Arthur Space as San Francisco Airport Captain (uncredited)

Wyndham Standing as English Colonel (uncredited)

Arthur Stenning as Fisherman (uncredited)

Clarence Straight as Flight Sergeant (uncredited)

Robert Sully as Cadet (uncredited)

Carlie Taylor as English Captain (uncredited)

Joan Thorsen as Woman in Chinese Restaurant (uncredited)

Elizabeth Valentine as Washerwoman's Child (uncredited)

Philip Van Zandt as Major (uncredited)

Leslie Vincent as Sentry (uncredited)

James Warren as Irish Guard (uncredited)

Jacqueline White as Helen (uncredited)

John Whitney as Officer in Heaven (uncredited)

Kay Williams as Girl at Bar (uncredited)

Matt Willis as Lt. Hunter (uncredited)

Allen Wood as Tough Corporal (uncredited)

Richard Woodruff as Cadet (uncredited)