Robert Taylor as Lieut. Gregg Masterman

Charles Laughton as Rear Admiral Stephen Thomas

Brian Donlevy as Lieut. Cmdr. Martin Roberts

Walter Brennan as Chief Yeoman Henry Johnson

Chill Wills as Mate Jenks, Chef-Bootsmann

Marilyn Maxwell as Audrey Carr

Henry O'Neill as Cmdr. Stone M.C

Marta Linden as Mary Collins

Douglass Dumbrille as Capt. Ludlow

Richard Quine as Ensign Lindsay

William Tannen as Flag Lt. Dudley

Douglas Fowley as Ensign Martin

Tim Ryan as Lt. Tim Ryan

Dick Simmons as Lt. (jg) Royce

Byron Foulger as Pharmacist's Mate 'Doc' Miller

Hobart Cavanaugh as Carpenter's Mate 'Chips'

Inez Cooper as Susan Garrison

Ben Welden as Chief Quartermaster Rankin

Harry Fleischmann as Chief Signalman

Douglas Wood as Sen. Masterman (uncredited)

Spec O'Donnell as Jason (uncredited)

Theodore von Eltz as Commander (uncredited)

Elizabeth Russell as Expectant Mother (uncredited)

Hal Le Sueur as Lookout (uncredited)

Robert Kent as Hank Nels (uncredited)

Sam Harris as Senator at Party (uncredited)

William Roberts as Marine Messenger (uncredited)

Frank McLure as Ship Officer (uncredited)

Jim Davis as Talker (uncredited)

Wally Cassell as Talker (uncredited)

James Millican as Talker (uncredited)

Harry 'Snub' Pollard as Sailor (uncredited)

Frank Hagney as Sailor (uncredited)

Duke York as Sailor (uncredited)

Billy Bletcher as Sailor (uncredited)

Harry Wilson as Sailor (uncredited)