Tyrone Power as Tim Baker

Betty Grable as Carol Brown

John Sutton as Wing Commander Morley

Reginald Gardiner as Roger Pillby

Donald Stuart as Corporal Harry Baker

Ralph Byrd as Al Bennett

Richard Fraser as Thorndyke

Denis Greene as Flight Lt. Redmond

Bruce Lester as Flight Lt. Sterling Richardson

Lester Matthews as Group Captain

Frederick Worlock as Canadian Major

Ethel Griffies as Lady Fitzhugh

Morton Lowry as Squadron Leader Macbeth

Gilchrist Stuart as Wales

Fortunio Bonanova as Louie - Headwaiter

James Craven as Instructor

G.P. Huntley as Radio Operator

Stuart Robertson as Intelligence Officer

Dennis Hoey as Intelligence Officer

John Burton as Captain (uncredited)

Claud Allister as Officer-Motorist (uncredited)

Howard Davies as Air Raid Warden (uncredited)

Russell Burroughs as Pilot (uncredited)