"Inspired by Churchill's Dunkirk speech, brash, undisciplined Canadian bush pilot Brian MacLean and three friends enlist in the RCAF."
James Cagney
as Brian MacLean (bush pilot)
Dennis Morgan
as Johnny Dutton (bush pilot)
Brenda Marshall
as Emily Foster
Alan Hale
as Francis Patrick 'Tiny' Murphy (bush pilot)
George Tobias
as Blimp Lebec (bush pilot)
Reginald Gardiner
as Scrounger Harris (bush pilot)
W.A. Bishop
as Himself
Reginald Denny
as Commanding officer
Russell Arms
as Louis 'Alabama' Prentiss
Paul Cavanagh
as Group Captain
Clem Bevans
as Sam 'Store-Teeth' Morrison
J.M. Kerrigan
as Foster (storekeeper / Emily's father)
J. Farrell MacDonald
as Dr. Neville (from Churchtown)
Patrick O'Moore
as Fyffe
Morton Lowry
as Carmichael
Pat Flaherty
as Drill Sergeant
Winifred Harris
as Red Cross Collector
Michael Curtiz
Director
Arthur T. Horman
Story
Roland Gillett
Screenplay
Richard Macaulay
Norman Reilly Raine
C.A. Riggs
Sound
Leo F. Forbstein
Music Director
Max Steiner
Original Music Composer
George Amy
Editor
Wilfrid M. Cline
Director of Photography
Sol Polito
Ted Smith
Art Direction
Howard Shoup
Costume Design
Perc Westmore
Makeup Artist
Hal B. Wallis
Executive Producer
William Cagney
Associate Producer
Byron Haskin
Special Effects
Rex Wimpy