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| Ernest Borgnine | Lt. Cmdr. Quinton McHale |
| Joe Flynn | Capt. Wallace Burton Binghamton |
| Tim Conway | Ens. Charles Parker |
| Bob Hastings | Lt. Elroy Carpenter |
| Gary Vinson | Quartermaster George Christopher (Christy) |
| John Wright | Radioman Willy Moss |
| Carl Ballantine | Torpedoman Lester Gruber |
| Billy Sand | Motor Machinist Mate Harrison 'Tinker' Bell |
| Edson Stroll | Gunner's Mate Virgil Edwards |
| Gavin MacLeod | Seaman Joseph 'Happy' Hanes |
| Claudine Longet | Andrea Bouchard |
| George Kennedy | Henri Le Clerc |
| Marcel Hillaire | Chief de Gendarmes |
| Dale Ishimoto | Japanese Captain |
Lt. Quinton McHale and his navy crew concoct a plot to make some money from horse racing results, but the plan flops and they ring up a $2,000 debt to a troop of Marines. When they try to recoup their losses, their ship runs into a building, which only compounds their debt. Soon McHale and the klutzy Parker devise a new idea: They will steal a racehorse and enter it in a race in disguise, hoping to win the prize money.
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