Richard Dix as Capt. 'Gibby' Gibson

Mary Astor as Follette Marsh

Robert Armstrong as Lt. 'Woody' Curwood

Dorothy Jordan as 'Pest' Curwood

Joel McCrea as Red

Erich von Stroheim as Arthur von Furst

Hugh Herbert as Sergeant Fritz

Ralph Ince as Jettick

Marjorie Peterson as Stenographer

Ralph Lewis as Joe

William B. Davidson as Lelewer

Frank Clarke as Flier (uncredited)

Thomas A. Curran as Night Watchman (uncredited)

Edgar Dearing as Policeman Wanting Report (uncredited)

Art Goebel as Flier (uncredited)

Dick Grace as Flier (uncredited)

Arnold Gray as Tall Actor in War Film (uncredited)

Freeman Lang as Tall Actor in War Film (uncredited)

Leo Nomis as Flier (uncredited)

Frank O'Connor as Officer (uncredited)