Deanna Durbin
— Pamela Drake
Kay Francis
— Georgia Drake
Walter Pidgeon
— John Arlen
Eugene Pallette
— Gov. Allen
Henry Stephenson
— Capt. Andrew
Cecilia Loftus
— Sara Frankenstein
Samuel S. Hinds
— Sidney Simpson
Lewis Howard
— Fred 'Freddie' Miller
S.Z. Sakall
— Carl Ober
Fritz Feld
— Oscar, the Headwaiter
Virginia Brissac
— Miss Holden
Romaine Callender
— Evans
Joe King
— First Mate Kelly
Mary Kelley
— Governor's Wife
Eddie Polo
— Quarter Master
Harry Owens
— Royal Hawaiians Orchestra Leader
Charles Lane
— Mr. Horner (uncredited)
Eddie Acuff
— Ship's Steward (uncredited)
Mark Anthony
— Officer (uncredited)
John Arledge
— Newcomer on Ship (uncredited)
Leon Belasco
— Captain of Waiters (uncredited)
John Daheim
— Sleepy-Eyed Man (uncredited)
Linda Deane
— Young Girl (uncredited)
Anna Demetrio
— Gertie - the Cook (uncredited)
Virginia Engels
— Young Girl (uncredited)
Jennifer Gray
— Cable Office Girl (uncredited)
Anne Gwynne
— Society Girl (uncredited)
Kenner G. Kemp
— Party Extra (uncredited)
Eddie Lee
— Rookie - Captain Andrew's Servant (uncredited)
Fay McKenzie
— Young Girl (uncredited)