Harvey Cheyne
Freddie Bartholomew
Manuel Fidello
Spencer Tracy
Tyler
Donald Briggs
'Doc'
Sam McDaniel
Charles
Bill Burrud
Robbins (uncredited)
Norman Ainsley
Fisherman (uncredited)
C.E. Anderson
Edward Peil Sr.
Boy (uncredited)
Wally Albright
Lee Van Atta
Boy on Ship (uncredited)
Tommy Bupp
Boy in Print Shop (uncredited)
Gene Reynolds
Captain Disko Troop
Lionel Barrymore
Bit Role (uncredited)
Betty Alden
Sherry Hall
Mira McKinney
Dennis O'Keefe
Reporter (uncredited)
William Arnold
Don Brodie
Bobby Watson
Capt. Anderson (uncredited)
Art Berry Sr.
Captain of Flying Swan (uncredited)
Jack Kennedy
Skipper of Blue Gill (uncredited)
Wade Boteler
Frank Burton Cheyne
Melvyn Douglas
Skipper of Ship (uncredited)
Lloyd Ingraham
Burns (uncredited)
Leo G. Carroll
Burns the Butler (uncredited)
Charles Coleman
Martin (uncredited)
Jimmy Conlin
Corridor Steward (uncredited)
Lester Dorr
Soda Steward (uncredited)
Billy Gilbert
First Steward (uncredited)
Richard Powell
Crewman (uncredited)
Larry Fisher
James Kilgannon
Stubby Kruger
Uncle Salters
Charley Grapewin
Philo McCullough
Gil Perkins
Jack Sterling
Nate Rogers (uncredited)
Roger Gray
(uncredited)
Henry Hanna
Secretary Cobb (uncredited)
Gladden James
Minister (uncredited)
Murray Kinnell
Chester's Wife (uncredited)
Myra Marsh
Old Clement (uncredited)
Christian Rub
Elliott (uncredited)
William Stack
Dan Troop
Mickey Rooney
Taxi Driver (uncredited)
Frank Sully
Nate's Wife (uncredited)
Gertrude Sutton
Tom (uncredited)
David Thursby
Dr. Dick Walsh (uncredited)
Charles Trowbridge
Sailor on Flying Swan (uncredited)
Monte Vandergrift
Pogey Williams (uncredited)
Jay Ward
Lars (uncredited)
Dave Wengren
Alvin Savage (uncredited)
Kenneth Wilson
Long Jack
John Carradine
Captain Walt Cushman
Oscar O'Shea
Priest
Jack La Rue
Dr. Finley
Walter Kingsford
Screenplay
Marc Connelly
John Lee Mahin
Sound
Douglas Shearer
Novel
Rudyard Kipling
Director of Photography
Harold Rosson
Original Music Composer
Franz Waxman
Songs
Director
Victor Fleming
Art Direction
Edwin B. Willis
A. Arnold Gillespie
Cedric Gibbons
Dale Van Every
Producer
Louis D. Lighton
Editor
Elmo Veron
Makeup Artist
Robert J. Schiffer
Tom Kilpatrick
Orchestrator
Paul Marquardt
Camera Operator
Harold J. Marzorati
Bob Roberts
Charles Maxwell
Additional Music
Clifford Vaughan