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)

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