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