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| Don Ameche | Flight Cmdr. Bingo Harper |
| Dana Andrews | Lt. Cmdr. Edward Moulton |
| William Eythe | Ens. Hallam ''Oscar'' Scott |
| Charles Bickford | Capt. Waddell |
| Sir Cedric Hardwicke | Admiral |
| Oscar O'Shea | |
| Richard Jaeckel | Beezy Bessemer |
| Henry Morgan | Ens. Malcolm Brainard |
| Richard Crane | Ens. Gus Chisholm |
| Glenn Langan | Executive Officer |
| Renny McEvoy | Ens. Cliff Hale |
| Robert Bailey | Ens. Paducah Holloway |
| Reed Hadley | Cmdr. O'Donnell |
| George Mathews | Dooley |
| B.S. Pully | |
| Dave Willock | |
| Murray Alper | Benjamin K. ''Benny'' O'Neill |
| Charles Lang | Ens. Chuck White (uncredited) |
| John Miles | Ens. ''Lovebug'' Markham (uncredited) |
Flight Cmdr. Bingo Harper is trying to get pilots like ex-film star Ens. Hallam ''Oscar'' Scott up to snuff, as he and fellow Naval officers work to defeat the Japanese during World War II. As the aircraft carrier transporting Harper and his men journeys through the Pacific, U.S. pilots fend off Japanese attacks, biding their time until they're ready to launch a strike of their own. The Americans ultimately control the air, but not without paying a dear price.
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