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)

Charles Marsh

Howell (uncredited)

Carole Mathews

Officer Candidate's Wife (uncredited)

Bob Meredith

Officer Candidate (uncredited)

Forbes Murray

Meredith (uncredited)

Michael Owen

Officer Candidate (uncredited)

Nanette Parks

Mrs. Clark (uncredited)

George Peters

Officer Candidate (uncredited)

Wallace Pindell

Publicity Man (uncredited)

Adele Roberts

Mrs. Collins (uncredited)

Cosmo Sardo

Gow's Barber / Masseur (uncredited)

Charles Schaeffer

Athletic Instructor (uncredited)

Jean Stevens

Mrs. Greenberg (uncredited)

Dan Stowell

Male Secretary (uncredited)

LeRoy Taylor

Lieutenant (uncredited)

Pierre Watkin

Joel I. Nixon (uncredited)

Robert B. Williams

Taxi Driver (uncredited)

Carole Mathews