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