James Garner character Lt. Cmdr. Charles Edward Madison
Julie Andrews character Emily Barham
Melvyn Douglas character Adm. William Jessup
James Coburn character Lt. Cmdr. Paul 'Bus' Cummings
Joyce Grenfell character Mrs. Barham
Edward Binns character Adm. Thomas Healy
Liz Fraser character Sheila
Keenan Wynn character Old Sailor
William Windom character Capt. Harry Spaulding
Alan Sues character Petty Officer Enright
Judy Carne character 2nd 'Nameless Broad'
Sharon Tate character Beautiful Girl (uncredited)
Bill Fraser character Port Commander
Lou Byrne character Nurse Captain
Alan Howard character Port Ensign
Linda Marlowe character Pat
Janine Gray character 1st 'Nameless Broad'
Kathy Kersh character 3rd 'Nameless Broad'
John Crawford character Chief Petty Officer Paul Adams
Douglas Henderson character Captain Marvin Ellender
Edmon Ryan character Admiral Hoyle
Steve Franken character Young Sailor
Paul Newlan character General William Hallerton
Gary Cockrell character Lieutenant Victor Wade
