Jack Conway Director Van Johnson Alec Brooke Actor June Allyson Nancy Frazer Actor Thomas Mitchell Capt. Thad Vail Actor Marilyn Maxwell Diana Case Actor Henry Hull Dr. William G. Brooke Actor Claude Jarman Jr. Alec Actor Cameron Mitchell Lt. Joe Moore Actor Geraldine Wall Mrs. Martha Brooke Actor Barbara Brown Della Parkson Actor Chill Wills Lars (uncredited) Actor Paul Harvey John Case Actor Charles Evans Colonel Taylor Actor Gigi Perreau Nancy Actor Robert Emmett O'Connor Stationmaster (uncredited) Actor Ransom Sherman Mr. Fraser Actor Ida Moore Old Lady (uncredited) Actor Sam McDaniel Bertram (uncredited) Actor William Tannen Officer of the Deck (uncredited) Actor Milton Kibbee Waiter (uncredited) Actor Anne Morrison Chapin Screenwriter Whitfield Cook Screenwriter Cyril Hume Screenwriter Everett Riskin Producer Sidney Wagner Cinematographer Conrad A. Nervig Film Editing Herbert Stothart Original Music Cedric Gibbons Art Director Gabriel Scognamillo Art Director Edwin B. Willis Set Decoration Irene Costume Design