Freddie Bartholomew as Geoffrey Braemer

Mickey Rooney as Terry O'Mulvaney

Charles Coburn as Captain Briggs

Herbert Mundin as Bosun 'Crusty' Jelks

Terry Kilburn as Albert Baker

Gale Sondergaard as Doris Clandon

Peter Lawford as Benny Potter

John Burton as John Cartwright

Walter Tetley as Tommy Thrums

Peter Ellis as Ned Saunders

George Zucco as James 'Jim' Hampstead

Matthew Boulton as Inspector Scott

Emma Dunn as Mrs. Briggs

Monty Woolley as Jeweler

Gilbert Emery as Magistrate

Charles Irwin as Mr. Burke

Walter Kingsford as Superintendent

David Thursby as Milk Cart Driver

Norman Ainsley as Assistant Purser

Frank Baker as Inspector

Wilson Benge as Chauffeur

Lionel Braham as Constable

Dick Chandlee as (uncredited)

Charles Coleman as Hotel Desk Clerk

Alec Craig as Gardener

Jack Deery as Clerk

Johnny Douglas as Lift Boy

Vernon Downing as Lift Boy

Rex Evans as Hotel Doorman

Helena Grant as Woman Magistrate

Ramsay Hill as Jewelry Clerk

Keith Hitchcock as Transportation Clerk

Tommy Hughes as Page Boy

Olaf Hytten as Instructor

P.J. Kelly as Bailiff

Richard Lancaster as Host of Party

Doris Lloyd as Hostess of Party

Dan Maxwell as Postman

Lon McCallister as (uncredited)

Vesey O'Davoren as Queen Mary Steward

C. Montague Shaw as Magistrate

Evan Thomas as Captain Wilson

Clare Verdera as Maid

Eric Wilton as Bosun's Mate