Irene Dunne

Paula 'Polly' Wharton

Alexander Knox

Max W. Wharton

Charles Coburn

Robert Drexel Gow

Jeff Donnell

Jan Lupton

Lee Patrick

Mrs. Foley

Phil Brown

Frank MacDougal

Charles Evans

Colonel Foley

Brooks Benedict

Man in Gow's Outer Office (uncredited)

Lillian Bronson

Elsie - Paula's Secretary (uncredited)

George Bruggeman

Lieutenant (uncredited)

Franklyn Farnum

Graduation Ceremony Spectator (uncredited)

James Flavin

Captain (uncredited)

Bess Flowers

Woman in Gow's Outer Office (uncredited)

Jo Gilbert

Officer Candidate's Wife (uncredited)

Chuck Hamilton

Lieutenant (uncredited)

Douglas Henderson

Officer Candidate (uncredited)

William Hudson

Officer Candidate (uncredited)

John James

Paulsen - Officer Candidate (uncredited)

Robert Emmett Keane

Ed Kennedy (uncredited)

Anne Loos

Mrs. Dumbrowski (uncredited)

Carole Mathews

Officer Candidate's Wife (uncredited)

Forbes Murray

Meredith (uncredited)

Michael Owen

Officer Candidate (uncredited)

Adele Roberts

Mrs. Collins (uncredited)

Cosmo Sardo

Gow's Barber / Masseur (uncredited)

Jean Stevens

Mrs. Greenberg (uncredited)

Pierre Watkin

Joel I. Nixon (uncredited)

Robert B. Williams

Taxi Driver (uncredited)

Carole Mathews