Spencer Tracy
Pete Sandidge
Irene Dunne
Dorinda Durston
Van Johnson
Ted Randall
Ward Bond
Al Yackey
James Gleason
“Nails” Kilpatrick
Lionel Barrymore
The General
Barry Nelson
Dick Rumney
Esther Williams
Ellen Bright
Henry O'Neill
Col. Sykes
Don DeFore
James J. Rourke
Charles Smith
Sanderson
Addison Richards
Maj. Corbett
Irving Bacon
Cpl. Henderson (uncredited)
Eve Whitney
Rourke’s girlfriend (uncredited)
Kirk Alyn
Officer in Heaven (uncredited)
Bill Arthur
Cadet (uncredited)
Martin Ashe
Sergeant in Chinese Restaurant (uncredited)
George Atkinson
Waiter (uncredited)
Dora Baker
Charwoman (uncredited)
Steve Barclay
Flier (uncredited)
Ted Billings
Man (uncredited)
Charles Bimbo
Man (uncredited)
William Bishop
Ray - Transport Pilot (uncredited)
John Bogden
Cadet (uncredited)
Becky Bohanon
English Girl (uncredited)
Eddie Borden
Taxi Driver (uncredited)
Fred Coby
Cadet (uncredited)
Eddie Coke
Corporal (uncredited)
Peter Cookson
Sgt. Hanson (uncredited)
Oliver Cross
American Major (uncredited)
Mark Daniels
Lieutenant (uncredited)
Edwards Davis
Bartender (uncredited)
Vernon Downing
English Liaison Officer (uncredited)
Johnny Dunn
Cadet (uncredited)
Blake Edwards
Flyer (uncredited)
Mary Elliott
Dance Hall Girl (uncredited)
Frank Faylen
Major (uncredited)
Craig Flannagan
American Lieutenant (uncredited)
John Frederick
Lt. Ridley (uncredited)
Mary Ganley
Woman in Chinese Restaurant (uncredited)
Leatrice Joy Gilbert
Woman in Chinese Restaurant (uncredited)
Gibson Gowland
Bartender (uncredited)
Richard Graham
Crew Member (uncredited)
Herbert Gunn
Cadet (uncredited)
Aileen Haley
Hostess (uncredited)
Edward Hardwicke
George - English Boy (uncredited)
Carey Harrison
American Major in Red Lion Inn (uncredited)
Louise Hart
Cadet (uncredited)
Gertrude Hoffmann
Old Woman (uncredited)
Earl Kent
American Lieutenant (uncredited)
Charles King
Lt. Collins (uncredited)
George Kirby
Fisherman (uncredited)
Harold Landon
Cadet (uncredited)
Nelson Leigh
Man (uncredited)
Robert Lowell
Flier (uncredited)
Peggy Maley
Woman (uncredited)
William Manning
Co-Pilot (uncredited)
James Martin
Cadet (uncredited)
Mary McLeod
Hostess (uncredited)
James Millican
Orderly (uncredited)
Neyle Morrow
Flier (uncredited)
Maurice Murphy
Capt. Robertson (uncredited)
Melvin Nix
American Lieutenant (uncredited)
Tarquin Olivier
Boy (uncredited)
Stanley Orr
English Captain (uncredited)
Michael Owen
American Lieutenant (uncredited)
Jean Prescott
Mother (uncredited)
Marshall Reed
Flyer (uncredited)
Walter Sande
Sande - Mess Sergeant (uncredited)
Jack Saunders
American Captain (uncredited)
Earl Schenck
Col. Hendricks (uncredited)
Ken Scott
Cadet (uncredited)
Bernard Sell
Co-Pilot (uncredited)
Violet Seton
Bartender's Wife (uncredited)
Christopher Severn
Peter - English Boy (uncredited)
Ernest Severn
Davey - English Boy (uncredited)
Raymond Severn
Cyril - English Boy (uncredited)
Yvonne Severn
Elizabeth - English Girl (uncredited)
Jessie Tai Sing
Headwaitress (uncredited)
Bill Sloan
Man (uncredited)
Arthur Space
San Francisco Airport Captain (uncredited)
Wyndham Standing
English Colonel (uncredited)
Arthur Stenning
Fisherman (uncredited)
Clarence Straight
Flight Sergeant (uncredited)
Robert Sully
Cadet (uncredited)
Carlie Taylor
English Captain (uncredited)
Joan Thorsen
Woman in Chinese Restaurant (uncredited)
Elizabeth Valentine
Washerwoman's Child (uncredited)
Philip Van Zandt
Major (uncredited)
Leslie Vincent
Sentry (uncredited)
James Warren
Irish Guard (uncredited)
Jacqueline White
Helen (uncredited)
John Whitney
Officer in Heaven (uncredited)
Kay Williams
Girl at Bar (uncredited)
Matt Willis
Lt. Hunter (uncredited)
Allen Wood
Tough Corporal (uncredited)
Richard Woodruff
Cadet (uncredited)
Donald Jahraus
Special Effects
Warren Newcombe
Special Effects
Victor Fleming
Director
Chandler Sprague
Story
David Boehm
Story
Frederick Hazlitt Brennan
Adaptation
Dalton Trumbo
Screenplay
A. Arnold Gillespie
Special Effects
Everett Riskin
Producer
Herbert Stothart
Original Music Composer
George J. Folsey
Director of Photography
Karl Freund
Director of Photography
Frank Sullivan
Editor
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Gilbert Kurland
Unit Production Manager
Jay Marchant
Unit Production Manager
Horace Hough
Assistant Director
Dolph Zimmer
Assistant Director
Douglas Shearer
Sound
Irene
Costume Supervisor
Bert Eason
Assistant Camera