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| James Cagney | Chesty O'Conner |
| Pat O'Brien | Biff Martin |
| Gloria Stuart | Dorothy Martin |
| Frank McHugh | Droopy Mullins |
| Dorothy Tree | Gladys |
| Robert Barrat | Commander Denny |
| Willard Robertson | Executive Officer |
| Guinn Williams | Dance-floor Manager |
| Maude Eburne | Droopy's Mother |
| Martha Merrill | Girl Visiting Navy Yard |
| Lorena Layson | Girl Visiting Navy Yard |
| Ida Darling | Lady Visiting Navy Yard |
| Henry Otho | Man at Dance |
| Pauline True | Hatcheck Girl |
| Sam McDaniel | Washroom Attendant |
| Frank LaRue | Foreman |
| Joseph Crehan | Recruiting Officer |
| James P. Burtis | Chief Petty Officer |
| Eddy Chandler | Supply Sergeant |
| Leo White | |
| Niles Welch | USS Arizona Officer |
| Fred ``Snowflake'' Toones | Cookie |
| Eddie Shubert | Speedboat Skipper |
| George Irving | |
| Howard Hickman | Captain |
After Chesty O'Connor, a pugnacious shipyard worker, loses a girl to a dapper sailor named Biff Martin, he impetuously decides to join the navy to pursue his grudge. Struggling with the navy's idea of discipline, Chesty soon makes a long list of enemies, but unexpectedly finds a friend in Biff's pretty sister, Dorothy . But Biff is understandably suspicious of his intentions, so Chesty will have to prove his worth with some considerable panache.
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