"The story of two Naval crewmen who work hard at sea and play harder on land."
Wallace Beery
as "Windy" Riker
Clark Gable
as Steve Nelson
Conrad Nagel
as Duke Johnson
Dorothy Jordan
as Ann Mitchell
Marie Prevost
as Lulu
Marjorie Rambeau
as Mame Kelsey
Cliff Edwards
as Baldy
John Miljan
as Lt. Cmdr. Jack Griffin
Landers Stevens
as Admiral
Reed Howes
as Lieutenant Fisher
Alan Roscoe
as Captain - U.S.S Saratoga
Frank Conroy
as Chaplain
Robert Young
as Graham - Pilot Reporting Missing Airplanes (uncredited)
John George
as Barfly (uncredited)
George W. Hill
Director
Harold Wenstrom
Director of Photography
Cedric Gibbons
Art Direction
Blanche Sewell
Editor
Producer
Douglas Shearer
Sound
Robert Shirley
Harold Lipstein
Robert E. Barnes
Assistant Director
Malcolm Stuart Boylan
Screenplay
Harvey Gates
Albert Scheving
Assistant Camera