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| Spencer Tracy | Manuel Fidello |
| Freddie Bartholomew | Harvey Cheyne |
| Lionel Barrymore | Capt. Disko Troop |
| Melvyn Douglas | Frank Burton Cheyne |
| Charley Grapewin | Uncle Salters |
| Mickey Rooney | Dan Troop |
| John Carradine | Long Jack |
| Oscar O'Shea | Capt. Walt Cushman |
| Jack LaRue | Priest |
| Walter Kingsford | Dr. Finley |
| Sam McDaniels | ``Doc'' |
| Billy Burrud | Charles Jamison |
| Christian Rub | Old Clement |
| David Thursby | Tom |
| William Stack | Elliott |
| Leo G. Carroll | Burns |
| Charles Trowbridge | Dr. Dick Walsh |
| Dick Powell | First Steward |
| Jay Ward | Pogey Williams |
| Kenneth Wilson | Alvin Savage |
| Roger Gray | Nate Rogers |
| Gladden James | Secretary Cobb |
When spoiled Harvey Cheyne is suspended from boarding school, his businessman father takes him to Europe on a business trip. When the rebellious lad falls overboard from the steamship, he is saved from death by humble fisherman Manuel Fidello and forced by the captain of the fishing schooner to become a low-ranking member of the ship's crew alongside the captain's own son .
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