Cary Grant

~ as ~

Lieutenant Commander Matt Sherman

Tony Curtis

~ as ~

Lieutenant Nicholas Holden

Joan O'Brien

~ as ~

2nd Lieutenant Dolores Crandall

Dina Merrill

~ as ~

2nd Lieutenant Barbara Duran

Gene Evans

~ as ~

Chief Molumphry

Dick Sargent

~ as ~

Ensign Stovall (as Richard Sargent)

Virginia Gregg

~ as ~

Major Edna Heywood

Robert F. Simon

~ as ~

Captain J.B. Henderson

Robert Gist

~ as ~

Lieutenant Watson

Gavin MacLeod

~ as ~

Yeoman Ernest Hunkle