James Cagney as Chesty O'Conner

Pat O’Brien as Biff Martin

Gloria Stuart as Dorothy Martin

Frank McHugh as Droopy Mullins

Dorothy Tree as Gladys

Robert Barrat as Commander Denny

Willard Robertson as Executive Officer

Guinn "Big Boy" Williams as Dance-Floor Manager

Howard Hickman as Captain

Maude Eburne as Droopy's Mother

George Irving as Admiral

Milton Kibbee as Mike (uncredited)

Sam McDaniel as Washroom Attendant (uncredited)

Eddie Shubert as Speedboat Skipper (uncredited)

Fred 'Snowflake' Toones as Cookie (uncredited)

Eddie Acuff as Marine Orderly (uncredited)

Eleanor Bayley as Girl (uncredited)

James P. Burtis as Chief Petty Officer (uncredited)

Eddy Chandler as Supply Sergeant (uncredited)

Joseph Crehan as Recruiting Officer (uncredited)