Noël Coward character Captain E. V. Kinross R.N. / Captain 'D'
John Mills character Ordinary Seaman Blake / Shorty Blake
Bernard Miles character Chief Petty Officer Hardy / Walter Hardy
Celia Johnson character Mrs. Kinross / Alix
Kay Walsh character Freda Lewis / Freda
Joyce Carey character Mrs. Hardy / Kath
Derek Elphinstone character No. 1
Michael Wilding character Flags
Robert Sansom character Guns
Philip Friend character Torps
Chimmo Branson character Midshipman
Ballard Berkeley character Engineer Commander
Hubert Gregg character Pilot
James Donald character Doc
Michael Whittaker character Sub
Kenneth Carten character Sub-Lieutenant R.N.V.R.
John Varley character Secco
Caven Watson character Brodie
Geoffrey Hibbert character Joey Mackeridge
Richard Attenborough character Young Stoker
Frederick Piper character Edgecombe
Lionel Grose character Reynolds
Leslie Dwyer character Parkinson
Charles Russell character Fisher
John Singer character Moran
Robert Moreton character Coombe
John Boxer character Hollett
Kenneth Evans character Posty
Johnnie Schofield character Coxswain
Franklyn Bennett character Commander Spencer
Charles Compton character № 1. "Tremoyne"
Walter Fitzgerald character Colonel Lumsden
Gerald Case character Jasper
Daniel Massey character Bobby Kinross
Ann Stephens character Lavinia Kinross
Kathleen Harrison character Mrs. Blake
Dora Gregory character Mrs. Lemmon
Penelope Dudley-Ward character Maureen
Barbara Waring character Mrs. Macadoo
Eileen Peel character Mrs. Farrell
Lesley Osmond character Nell Fosdick
Josie Welford character Emily
Kay Young character Barmaid
Trixie Scales character Mona Duke
George Carney character Mr. Blake
Wally Patch character Uncle Fred
Michael Anderson character Albert Fosdick
Jill Stephens character May Blake
Everley Gregg character Nurse
Roddy Hughes character Photographer
Norman Pierce character Mr. Satterthwaite
Juliet Mills character Freda's Baby
Leslie Howard character Narrator (voice) (uncredited)