Irene Dunne
Paula 'Polly' Wharton
Alexander Knox
Max W. Wharton
Charles Coburn
Robert Drexel Gow
Jeff Donnell
Jan Lupton
Loren Tindall
Lt. Roy Lupton
Lee Patrick
Mrs. Foley
Phil Brown
Frank MacDougal
Cora Witherspoon
Mrs. Gates
Charles Evans
Colonel Foley
Abigail Adams
Officer Candidate's Wife (uncredited)
Brooks Benedict
Man in Gow's Outer Office (uncredited)
Gladys Blake
Girl (uncredited)
David Bond
Secretary (uncredited)
Lillian Bronson
Elsie - Paula's Secretary (uncredited)
George M. Carleton
Hinkle (uncredited)
Franklyn Farnum
Graduation Ceremony Spectator (uncredited)
James Flavin
Captain (uncredited)
Bess Flowers
Woman in Gow's Outer Office (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)
Carole Mathews
Officer Candidate's Wife (uncredited)
Forbes Murray
Meredith (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
Francine Ames
Officer Candidate's Wife (uncredited)
George Bruggeman
Lieutenant (uncredited)
Jo Gilbert
Officer Candidate's Wife (uncredited)
Patricia Jackson
Officer Candidate's Wife (uncredited)
Marilyn Johnson
Officer Candidate's Wife (uncredited)
Billy Lechner
Little Boy (uncredited)
Anne Loos
Mrs. Dumbrowski (uncredited)
Charles Marsh
Howell (uncredited)
Bob Meredith
Officer Candidate (uncredited)
Michael Owen
Officer Candidate (uncredited)
Nanette Parks
Mrs. Clark (uncredited)
George Peters
Officer Candidate (uncredited)
Wallace Pindell
Publicity Man (uncredited)
Charles Schaeffer
Athletic Instructor (uncredited)
Dan Stowell
Male Secretary (uncredited)
LeRoy Taylor
Lieutenant (uncredited)
