William Gargan

as 'Trip' Hammer

Edmund Lowe

as Captain Rockcliffe 'Lucky Rocky' Ames

Peggy Moran

as Kitty Randall

Frank Albertson

as Bob Ames

Frankie Thomas

as Newton R. Adams / Ames

Riley Hill

as Cadet Barnes

Charles Williams

as Mr. Prim / Primmie, Bookkeeper

John Maxwell

as 'Pinkie' Taylor, FAA inspector

George Melford

as Train Conductor

Erle C. Kenton

Director