Chester Morris as Foxy Pattis

Richard Arlen as Jon Davis

Jimmy Lydon as Sandy Lunt

Amelita Ward as Peggy Lunt

Dick Purcell as Lancelot 'Gadget' Blaine

Keith Richards as Henry Jones

William Benedict as Jackson 'Sleepy' Laswell

Olive Blakeney as Mrs. Lunt

Robert Mitchum as Sgt. Benson (uncredited)

Kirk Alyn as Officer in Canteen (uncredited)

Jeff Corey as Flight Crew Member (uncredited)

Edward Earle as Squadron Commanding Officer (uncredited)

Frank Fenton as Colonel - HAGS CO (uncredited)

Gil Frye as Lt. Brandt - Bomber Pilot (uncredited)

John Hamilton as Doctor (uncredited)

John James as Johnson - Failed Gunnery Trainee (uncredited)

Charles J. Jordan as Trainer

William Marshall as Sprague - Air Corps Stenographer (uncredited)

Barbara Pepper as Blonde at Shooting Gallery (uncredited)

Ralph Sanford as Pvt. Barclay - Target-Tow Operator

Beth Stone as Girl at Canteen (uncredited)

Brick Sullivan as Man at Coney Island (uncredited)

Allen Wood as Leave Pass Checker (uncredited)