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| Robert Young | Roger ``Rog'' Ash |
| James Stewart | John Cross |
| Florence Rice | Patricia ``Pat'' Gates |
| Lionel Barrymore | Captain ``Skinny'' Dawes |
| Billie Burke | Mrs. Alyce Gates |
| Tom Brown | Richard Arnold ``Dick'' Gates Jr. |
| Samuel S. Hinds | Richard Gates Sr. |
| Paul Kelly | Tommy Milton |
| Frank Albertson | Weeks |
| Barnett Parker | Graves |
| Minor Watson | Lt. Milburn |
| Robert Middlemass | Academy Superintendent |
As the big game with Army approaches, Navy footballer Roger Ash gets very drunk, but he eludes trouble thanks to the quick thinking of teammates John Cross and Richard Gates Jr. and ex-coach Capt. ''Skinny'' Dawes . But Skinny sees something familiar in John, and that's because John's been hiding his true identity as the son of an unfairly disgraced ex-Navy man. When his background is revealed, John's future is jeopardized.
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