James Cagney

~ as ~

Chesty O'Conner

Pat O’Brien

~ as ~

Biff Martin

Gloria Stuart

~ as ~

Dorothy Martin

Frank McHugh

~ as ~

Droopy Mullins

Dorothy Tree

~ as ~

Gladys

Robert Barrat

~ as ~

Commander Denny

Willard Robertson

~ as ~

Executive Officer

Guinn 'Big Boy' Williams

~ as ~

Dance-Floor Manager

Howard Hickman

~ as ~

Captain

Maude Eburne

~ as ~

Droopy's Mother