Tallulah Bankhead as Diana Sturm

Gary Cooper as Lt. Sempter

Charles Laughton as Cmdr. Charles Sturm

Cary Grant as Lt. Jaeckel

Paul Porcasi as Hassan

Juliette Compton as Mrs. Planet

Henry Kolker as Hutton

Dorothy Christy as Mrs. Crimp

Arthur Hoyt as Mr. Planet

Gordon Westcott as Lt. Toll

James Dugan as Condover

Peter Brocco as Wireless Operator (uncredited)

Jack Gardner as Submarine Crewman (uncredited)

John George as Man in Crowd (uncredited)

Henry Guttman as Submarine Crewman (uncredited)

Fred Kohler Jr. as Submarine Crewman (uncredited)

George Magrill as Submarine Crewman (uncredited)

Dave O'Brien as Submarine Crewman (uncredited)

Anderson Lawler as Sailor (uncredited)

Lucien Littlefield as Shopkeeper (uncredited)

Wilfred Lucas as Court Martial Judge (uncredited)

Kent Taylor as A Friend at Party (uncredited)