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)
Francine Ames
— 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 Bruggeman
— Lieutenant (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)
Jo Gilbert
— Officer Candidate's Wife (uncredited)
Chuck Hamilton
— Lieutenant (uncredited)
Douglas Henderson
— Officer Candidate (uncredited)
William Hudson
— Officer Candidate (uncredited)
Patricia Jackson
— Officer Candidate's Wife (uncredited)
John James
— Paulsen - Officer Candidate (uncredited)
Marilyn Johnson
— Officer Candidate's Wife (uncredited)
Robert Emmett Keane
— Ed Kennedy (uncredited)
Billy Lechner
— Little Boy (uncredited)
Anne Loos
— Mrs. Dumbrowski (uncredited)