George Brent as Cass Harrington

Olivia de Havilland as Irene Dale

John Payne as Jerry Harrington

Frank McHugh as Scat Allen

John Litel as Commander Clark

Victor Jory as Lt. Parsons

Henry O'Neill as Prologue Speaker

John Ridgely as Dan Morrison

John Gallaudet as Lt. Harry White

Donald Briggs as Instructor

Edgar Edwards as Ted Parsons

Regis Toomey as First Flight Instructor

Alberto Morin as Armando Costa

Jonathan Hale as Commandant

Pierre Watkin as Capt. March

Donald Douglas as Officer of the Day

Max Hoffman Jr. as Drilling Officer

Alan Davis as Check Pilot

Larry Williams as Aviator

Eddie Acuff as Reporter

Richard Bond as Cadet Watching Scat's Flight

Virginia Brissac as Nurse

Morgan Conway as Tommy - Duty Officer

Joseph Crehan as Second Doctor

Jack Gardner as Mechanic

Mary Gordon as Irene's Housekeeper

Fred Hamilton as Pilot Going to Honolulu

Howard Hickman as Capt. Dreen

J. Anthony Hughes as Scat's Flight Instructor

Selmer Jackson as First Doctor

Edward Keane as Psychology Examiner

Alexander Lockwood as Jerry's Flight Instructor

George Meeker as Steve Connors

Walter Miller as Henry - Pilot Who Flew Jerry to Pensacola

Carlyle Moore Jr. as Navy Man on Flying Boat

Will Morgan as Second Cadet Watching Scat's Flight

Eddie Parker as Undetermined Role

Steve Pendleton as Cadet Ormsby

Lee Phelps as Train Conductor

Peter Potter as Officer

Renie Riano as Train Passenger

Leroy Samuels as Cadet

Emmett Vogan as Flight Commander

Max Wagner as Boss Mechanic