Donald O'Connor as Peter Stirling

Patricia Medina as Maureen Gelder

Zasu Pitts as Valerie Humpert

Ray Collins as Colonel Hooker

John McIntire as General Stevens

Eduard Franz as Colonel Plepper

Howland Chamberlain as Major Nadel

James Todd as Colonel Saunders

Robert Warwick as Colonel Carmichael

Frank Faylen as Sergeant Chillingbacker

Tony Curtis as Captain Jones

Mikel Conrad as Major Garber

Loren Tindall as Major Richards

Charles Meredith as Banker Munroe

Chill Wills as Francis the Talking Mule (voice)