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Bing Crosby Stephen Jones

Carole Lombard Doris Worthington

George Burns George

Gracie Allen Gracie

Ethel Merman Edith

Leon Errol Hubert

Ray Milland Prince Michael (as Raymond Milland)

Jay Henry Prince Alexander

Ernie Adams Sailor Tossing Cards (uncredited)

Sam Ash Caption of the Trona (uncredited)

Stanley Blystone Ship's Officer on the Doris (uncredited)

Al Bridge Ship's Officer in Rescue Party (uncredited)

Oscar 'Dutch' Hendrian Sailor Holding Bear (uncredited)

Ben Hendricks Jr. Ben, First Ship's Officer (uncredited)

John Irwin Old Sailor (uncredited)

Mike Lally Sailor (uncredited)