Irene Dunne ( Irene Dunne )

Paula 'Polly' Wharton

Alexander Knox ( Alexander Knox )

Max W. Wharton

Charles Coburn ( Charles Coburn )

Robert Drexel Gow

Jeff Donnell ( Jeff Donnell )

Jan Lupton

Loren Tindall ( Loren Tindall )

Lt. Roy Lupton

Lee Patrick ( Lee Patrick )

Mrs. Foley

Phil Brown ( Phil Brown )

Frank MacDougal

Cora Witherspoon ( Cora Witherspoon )

Mrs. Gates

Charles Evans ( Charles Evans )

Colonel Foley

Abigail Adams ( Abigail Adams )

Officer Candidate's Wife (uncredited)

Francine Ames ( Francine Ames )

Officer Candidate's Wife (uncredited)

Brooks Benedict ( Brooks Benedict )

Man in Gow's Outer Office (uncredited)

Gladys Blake ( Gladys Blake )

Girl (uncredited)

David Bond ( David Bond )

Secretary (uncredited)

Lillian Bronson ( Lillian Bronson )

Elsie - Paula's Secretary (uncredited)

George Bruggeman ( George Bruggeman )

Lieutenant (uncredited)

George M. Carleton ( George M. Carleton )

Hinkle (uncredited)

Franklyn Farnum ( Franklyn Farnum )

Graduation Ceremony Spectator (uncredited)

James Flavin ( James Flavin )

Captain (uncredited)

Bess Flowers ( Bess Flowers )

Woman in Gow's Outer Office (uncredited)

Jo Gilbert ( Jo Gilbert )

Officer Candidate's Wife (uncredited)

Chuck Hamilton ( Chuck Hamilton )

Lieutenant (uncredited)

Douglas Henderson ( Douglas Henderson )

Officer Candidate (uncredited)

William Hudson ( William Hudson )

Officer Candidate (uncredited)

Patricia Jackson ( Patricia Jackson )

Officer Candidate's Wife (uncredited)

John James ( John James )

Paulsen - Officer Candidate (uncredited)

Marilyn Johnson ( Marilyn Johnson )

Officer Candidate's Wife (uncredited)

Robert Emmett Keane ( Robert Emmett Keane )

Ed Kennedy (uncredited)

Billy Lechner ( Billy Lechner )

Little Boy (uncredited)

Anne Loos ( Anne Loos )

Mrs. Dumbrowski (uncredited)

Charles Marsh ( Charles Marsh )

Howell (uncredited)

Carole Mathews ( Carole Mathews )

Officer Candidate's Wife (uncredited)

Bob Meredith ( Bob Meredith )

Officer Candidate (uncredited)

Forbes Murray ( Forbes Murray )

Meredith (uncredited)

Michael Owen ( Michael Owen )

Officer Candidate (uncredited)

Nanette Parks ( Nanette Parks )

Mrs. Clark (uncredited)

George Peters ( George Peters )

Officer Candidate (uncredited)

Wallace Pindell ( Wallace Pindell )

Publicity Man (uncredited)

Adele Roberts ( Adele Roberts )

Mrs. Collins (uncredited)

Cosmo Sardo ( Cosmo Sardo )

Gow's Barber / Masseur (uncredited)

Charles Schaeffer ( Charles Schaeffer )

Athletic Instructor (uncredited)

Jean Stevens ( Jean Stevens )

Mrs. Greenberg (uncredited)

Dan Stowell ( Dan Stowell )

Male Secretary (uncredited)

LeRoy Taylor ( LeRoy Taylor )

Lieutenant (uncredited)

Pierre Watkin ( Pierre Watkin )

Joel I. Nixon (uncredited)

Robert B. Williams ( Robert B. Williams )

Taxi Driver (uncredited)

Carole Mathews ( Carole Mathews )