Georgia Drake

Kay Francis

Pamela Drake

Deanna Durbin

John Arlen

Walter Pidgeon

Gov. Allen

Eugene Pallette

Sidney Simpson

Samuel S. Hinds

Capt. Andrew

Henry Stephenson

Karl Ober

S.Z. Sakall

Sara Frankenstein

Cecilia Loftus

Fred "Freddie" Miller

Lewis Howard

Oscar, the Headwaiter

Fritz Feld

First Mate

Joseph King

Miss Holden

Virginia Brissac

Mr. Evans

Romaine Callender

Mr. Horner (uncredited)

Charles Lane

Newcomer

John Arledge

Society Girl (uncredited)

Anne Gwynne

Governor's Wife

Mary Kelley

Quarter Master

Eddie Polo

Young Girl (uncredited)

Fay McKenzie

Captain

Leon Belasco

Cook

Anna Demetrio

Royal Hawaiians Orchestra Leader

Harry Owens

Ship's Steward (uncredited)

Eddie Acuff

Governor's Wife

Mary Kelly

Officer (uncredited)

Mark Anthony

Sleepy-Eyed Blonde

John Day

Young Girl

Linda Deane

Young Girl

Phyllis Ruth

Party Extra (uncredited)

Kenner G. Kemp

Young Girl

Virginia Engels

Party Guest at Buffet Table (uncredited)

Louis Natheaux

Officer (uncredited)

David Oliver

Wardrobe Mistress

Mary Shannon

Cable Office Girl (uncredited)

Jennifer Gray

Business Executive in Arlen's Office (uncredited)

Landers Stevens

Party Extra (uncredited)

Suzanne Ridgway

Rookie - Captain Andrew's Servant (uncredited)

Eddie Lee

Singer in Harry Owens and His Royal Hawaiians (uncredited)

Randy Oness

Ship's Officer (uncredited)

William Ruhl