Richard Greene

as James 'Jim' Spence Jr.

Carla Lehmann

as Sydney Kelly

Betty Stockfeld

as Lady Deborah 'Debbie' Ottershaw

Donald Stewart

as Mr. William 'Sky' Kelly

Basil Radford

as Captain Wilkinson

Charles Heslop

as Herrington

Sydney King

as Lord 'Squeakum' Ottershaw