Paulette Goddard as Loxi Claiborne

Ray Milland as Stephen Tolliver

John Wayne as Captain Jack Stuart

Raymond Massey as King Cutler

Robert Preston as Dan Cutler

Lynne Overman as Captain Phillip Philpott

Susan Hayward as Drusilla Alston

Charles Bickford as Mate of the 'Tyfib'

Walter Hampden as Commodore Devereaux

Louise Beavers as Maum Maria

Martha O'Driscoll as Ivy Devereaux

Elisabeth Risdon as Mrs. Claiborne

Hedda Hopper as Aunt Henrietta

Victor Kilian as Widgeon

Oscar Polk as Salt Meat

Janet Beecher as Mrs. Mottram

Ben Carter as Chinkapin

William 'Wee Willie' Davis as The Lamb

Lane Chandler as Sam

Davison Clark as Judge Marvin

Louis Merrill as Captain of the 'Pelican'

Frank M. Thomas as Dr. Jepson

Keith Richards as Captain Carruthers

Victor Varconi as Lubbock

J. Farrell MacDonald as Port Captain

Harry Woods as Mace

Raymond Hatton as Master Shipwright

Milburn Stone as Lieutenant Farragut

Dave Wengren as 'Claiborne' Lookout

Tony Paton as Cadge

Barbara Britton as Charleston Lady #1

Julia Faye as Charleston Lady #2

Ameda Lambert as Charleston Lady #3

D'Arcy Miller as Charleston Beau #1

Bruce Warren as Charleston Beau #2

Cecil B. DeMille as Prologue Speaker (voice) (uncredited)

Stanley Andrews as Turnkey (uncredited)

Gertrude Astor as Ball Guest (uncredited)

Frank Ferguson as Snaith (uncredited)

James Flavin as Girl's Father (uncredited)

Chuck Hamilton as Bosco (uncredited)

Mildred Harris as Dancing Lady (uncredited)

Sam Harris as Tea Guest (uncredited)

Leota Lorraine as Ball Guest (uncredited)

Akim Tamiroff as The Lamb (uncredited) (voice)

Florence Wix as Ball Guest (uncredited)

Byron Foulger as Bixby (uncredited)

Ynez Seabury as Ball Guest