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| James Garner | Lt. Cmdr. Charles Edward Madison |
| Julie Andrews | Emily Barham |
| Melvyn Douglas | Adm. William Jessup |
| James Coburn | Lt. Cmdr. Paul ''Bus'' Cummings |
| Joyce Grenfell | Mrs. Barham |
| Edward Binns | Adm. Thomas Healy |
| Liz Fraser | Sheila |
| Keenan Wynn | Old Sailor |
| William Windom | Capt. Harry Spaulding |
| John Crawford | Chief Petty Officer Paul Adams |
| Douglas Henderson | Capt. Marvin Ellender |
| Edmon Ryan | Adm. Hoyle |
| Steve Franken | Young Sailor |
| Paul Newlan | Gen. William Hallerton |
| Gary Cockrell | Lt. Victor Wade |
| Alan Sues | Petty Officer Enright |
| Bill Fraser | Port Commander |
| Lou Byrne | Nurse Captain |
| Alan Howard | Port Ensign |
| Linda Marlowe | Pat |
| Judy Carne | 2nd ''Nameless Broad'' |
| Kathy Kersh | 3rd ''Nameless Broad'' |
In 1944, Lt. Cmdr. Charles Madison prides himself on being a cynical coward unwilling to step foot on shore during D-Day. His relaxed lifestyle attracts Englishwoman Emily Barham, whose husband and brother died in the war. But when Rear Adm. William Jessup resolves to earn the Navy prestige by ensuring that a sailor will be the first to die in the invasion, he assigns the ill-fated duty to Madison, who will now be among the vanguard.
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