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| Jeff Chandler | Capt. Jebediah S. Hawks |
| George Nader | Lieut. Dave MacDougall |
| Julie Adams | Nadine MacDougall |
| Lex Barker | Commander Quigley |
| Keith Andes | Doctor Bell |
| Richard Boone | Lieut. Fraser |
| William Reynolds | Ensign Kruger |
| Charles McGraw | Lieut. Mike O'Bannion |
| Jock Mahoney | Alvick |
| John McIntire | Old Man/Film Intro Voice-over |
| Frank Faylen | Chief Phillip P. ''Pappy'' Moran |
| Grant Williams | Lt. Steve Sherwood (uncredited) |
| Floyd Simmons | Lt. Robinson (uncredited) |
| Don Keefer | |
| Sam Gilman | Lieut. Jim Randall |
Jebediah S. Hawks is in charge of USS Belinda, an attack transport readying itself to take the war to the Japanese in the Pacific. Hawks whips his crew into shape, intentionally becoming a martinet to ensure the frustrations of his rookie crew center on him, forging them into a concentrated unit.
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