Wallace Beery as Sgt. 'Big Mike' Stone

Robert Young as Little Mike Stone

Lewis Stone as Gen. Carter

Maureen O'Sullivan as 'Skip' Carter

Russell Hardie as Phil Carter

Rosalind Russell as Dare Marshall

James Gleason as Joe 'Bags'

Henry Wadsworth as Lt. Pettis

Robert Taylor as 'Jasky' Jaskarelli

Robert Livingston as Pippinger

Frank Conroy as Capt. Cannon

G. Pat Collins as Lt. Kelly

Ronnie Cosby as Mike - as a Boy

Bobby Caldwell as Phil - as a Boy

Marilyn Spinner as 'Skip' - as a Girl

Ed Austin as Football Player

Verdi Boyer as Football Player

Walter Brennan as Soldier at Kelly's Wreckage

Edward Earle as Army Officer in Locker Room

M.J. Frankovich as Football Player

Henry Hallett as Army Officer at Court-Martial

James F. Harris as Lieutenant

Howard Hickman as Army Officer in Former Times

Samuel S. Hinds as Secretary of War

Briggs Hunt as Football Player

Joe Keeble as Football Player

John Kelly as Randolph Air Field Mechanic

Pants Livesay as Football Player

Francis McDonald as Civilian Pilot

Adrian Morris as Randolph Air Field Instructor

Jack Pennick as Randolph Air Field Mechanic

Kate Price as Heavy Woman at Football Game

Beatrice Roberts as Woman in Party at Night Club

Frank Sheridan as General Debbin in the Locker Room

Paul Stanton as Officer at Randolph Air Field

Richard Tucker as George - Dare's Companion at Football Game