| Ray Milland | ... | Mr. Stephen 'Steve' Tolliver |
| John Wayne | ... | Captain Jack Stuart |
| Paulette Goddard | ... | Loxi Claiborne |
 | Raymond Massey | ... | King Cutler |
| Robert Preston | ... | Dan Cutler |
| Lynne Overman | ... | Capt. Phillip 'Phil' Philpott |
| Susan Hayward | ... | Cousin Drusilla Alston |
| Charles Bickford | ... | Bully Brown (mate of the Tyfib) |
| Walter Hampden | ... | Cmmdre. Devereaux |
| Louise Beavers | ... | Maum Maria, the Claiborne Maid |
| Martha O'Driscoll | ... | Ivy Devereaux |
| Elisabeth Risdon | ... | Mrs. Claiborne |
| Hedda Hopper | ... | Aunt Henrietta Beresford |
| Victor Kilian | ... | Mathias Widgeon |
| Oscar Polk | ... | Salt Meat |
| Janet Beecher | ... | Mrs. Mottram |
| Ben Carter | ... | Chinkapin |
| William 'Wee Willie' Davis | ... | The Lamb (as William Davis) |
| Lane Chandler | ... | Sam |
| Davison Clark | ... | Judge Will Marvin |
| Louis Merrill | ... | Captain of 'Pelican' (as Lou Merrill) |
| Frank M. Thomas | ... | Dr. Jepson |
| Keith Richards | ... | Capt. Carruthers |
| Victor Varconi | ... | Lubbock (Cutler henchman) |
| J. Farrell MacDonald | ... | Port Captain |
| Harry Woods | ... | Mace, Cutler Henchman |
| Raymond Hatton | ... | Master Shipwright |
| Milburn Stone | ... | Lt. Farragut |
| Dave Wengren | ... | 'Claiborne' lookout |
| Tony Paton | ... | Cadge |
| Barbara Britton | ... | Charleston Lady |
| Julia Faye | ... | Charleston Lady |
| Ameda Lambert | ... | Charleston Lady |
| D'Arcy Miller | ... | Charleston beau |
| Bruce Warren | ... | Charleston beau |
| rest of cast listed alphabetically: |
| Eric Alden | ... | Slim ('Falcon' crewman) (uncredited) |
| Richard Alexander | ... | Stoker Boss (uncredited) |
| C.E. Anderson | ... | Juror (uncredited) |
| George Anderson | ... | Jailer (uncredited) |
| James O. Anderson | ... | Call boy in cafe (uncredited) |
| Stanley Andrews | ... | Turnkey (uncredited) |
| Sam Appel | ... | Juror (uncredited) |
| Gertrude Astor | ... | Woman (uncredited) |
| George Barton | ... | Joe, 'Falcon' Crewman (uncredited) |
| Colin Blair | ... | Guest in Ballroom (uncredited) |
| Monte Blue | ... | Officer at Tea (uncredited) |
| Sven Hugo Borg | ... | Blackie, 'Falcon' Crewman (uncredited) |
| Ed Brady | ... | 'Pelican' Crewman (uncredited) |
| Al Bridge | ... | Cutler Man in Barrel Room (uncredited) |
| George Bruggeman | ... | Gus, 'Claiborne' Crewman (uncredited) |
| Stella Mary Burgess | ... | Guest in Ballroom (uncredited) |
| William Cabanne | ... | Guest at Ball (uncredited) |
| Wheaton Chambers | ... | Lawyer (uncredited) |
| Jack Chapin | ... | Clem, 'Claiborne' Pump Man (uncredited) |
| Tom Chatterton | ... | Parson (uncredited) |
| Jack Clifford | ... | 'Pelican' Crewman (uncredited) |
| David Clyde | ... | Old Director (uncredited) |
| Tom Conlon | ... | Man in Ballroom (uncredited) |
| Maurice Costello | ... | (uncredited) (unconfirmed) |
| Mary Currier | ... | Waltzing Dowager in Ballroom (uncredited) |
| Max Davidson | ... | Juror (uncredited) |
| Harry Dean | ... | Juror (uncredited) |
| Cecil B. DeMille | ... | Prologue Speaker (voice) (uncredited) |
| Richard de Mille | ... | Man (uncredited) (unconfirmed) |
| Jerome DeNuccio | ... | George, 'Falcon' Crewman (uncredited) |
| Helen Dickson | ... | Woman in Ballroom (uncredited) |
| Jack Dixon | ... | Guest in Ballroom (uncredited) |
| Laurie Douglas | ... | Guest at Ball (uncredited) |
| Jimmie Dundee | ... | Galley Growler (uncredited) |
| Ralph Dunn | ... | 'Jubilee' Lookout (uncredited) |
| Sarah Edwards | ... | Dowager at Tea (uncredited) |
| William Elmer | ... | Juror (uncredited) |
| Richard Elmore | ... | 'Claiborne' Cabin Boy (uncredited) |
| Hassan Ezzat | ... | Cuban on Charleston Packet (uncredited) |
| William D. Faralla | ... | Cliff, 'Falcon' Crewman (uncredited) |
| Al Ferguson | ... | Cutler Man in Barrel Room (uncredited) |
| Frank Ferguson | ... | Snaith, Co-Counsel (uncredited) |
| James Flavin | ... | Father of Girl (uncredited) |
| Sam Flint | ... | Surgeon (uncredited) |
| Byron Foulger | ... | Bixby, Devereaux Courier (uncredited) |
| Christian J. Frank | ... | Juror (uncredited) |
| Jerry Franks Jr. | ... | Pedro, 'Falcon' Crewman (uncredited) |
| Kenneth Gibson | ... | 30-Year Old Devereaux Clerk (uncredited) |
| James Gillette | ... | Ivy's Waltzing Partner (uncredited) |
| Fred Graham | ... | Jake, on Spongeboat (uncredited) |
| George Guhl | ... | Man on Street (uncredited) |
| William Haade | ... | Second Mate of 'Jubilee' (uncredited) |
| Frank Hagney | ... | Cutler Man in Barrell Room (uncredited) |
| Chuck Hamilton | ... | Bosco, 'Tyfib' Bosun (uncredited) |
| Mildred Harris | ... | Dancing Lady (uncredited) |
| Oscar 'Dutch' Hendrian | ... | Second Mate of Charleston Packet (uncredited) |
| Robert Homans | ... | Captain in Cafe (uncredited) |
| Bob Ireland | ... | Roger, 'Falcon' Crewman (uncredited) |
| Eugene Jackson | ... | Dr. Jepson's Black Servant (uncredited) |
| Clarke Jennings | ... | Ed, 'Falcon' Crewman (uncredited) |
| Carmencita Johnson | ... | Girl with Oilskins (uncredited) |
| Jack W. Johnston | ... | Devereaux Clerk (uncredited) |
| Emmett King | ... | Old Gentleman in Ballroom (uncredited) |
| Stubby Kruger | ... | Pat, 'Claiborne' Crewman (uncredited) |
| Frank Lackteen | ... | Cutler Man in Barrel Room (uncredited) |
| Ethan Laidlaw | ... | Tony, 'Falcon' Crewman (uncredited) |
| Hope Landin | ... | Dowager in Ballroom (uncredited) |
| Louise La Planche | ... | Guest at Ball (uncredited) |
| Larry Lawson | ... | Frank, 'Claiborne' Crewman (uncredited) |
| Laura Lee | ... | Southern Belle (uncredited) |
| Elmo Lincoln | ... | Man (uncredited) |
| Leota Lorraine | ... | Woman in Ballroom (uncredited) |
| Jack Luden | ... | Southern Gentleman at Tea (uncredited) |
| George Magrill | ... | Mike, 'Claiborne' Crewman (uncredited) |
| Tony Martelli | ... | Juror (uncredited) |
| Jim Mason | ... | 'Pelican' Crewman (uncredited) |
| Carl Mathews | ... | Stevedore (uncredited) |
| Claire McDowell | ... | Ettie, in Ballroom (uncredited) |
| Cyril McLaglen | ... | Srevedore (uncredited) |
| George Melford | ... | Devereaux Banker (uncredited) |
| John Merkyl | ... | Southern Gentleman (uncredited) |
| John Merton | ... | 'Pelican' Crewman (uncredited) |
| Robert Milasch | ... | Juror (uncredited) |
| King Mojave | ... | Art, 'Falcon' Crewman (uncredited) |
| Richard Neill | ... | Old Gentleman at Tea (uncredited) |
| Ottola Nesmith | ... | Dowager at Tea (uncredited) |
| Wally O'Connor | ... | Hugh, 'Falcon' Crewman (uncredited) |
| Nestor Paiva | ... | Man with Suspenders (uncredited) |
| Emory Parnell | ... | Jailer (uncredited) |
| Edward Peil Sr. | ... | Bailiff (uncredited) |
| Buddy Pepper | ... | Call Boy in Cafe (uncredited) |
| Gil Perkins | ... | Southern Cross Leadsman (uncredited) |
| John Power | ... | Juror (uncredited) |
| Lee Prather | ... | Court Clerk (uncredited) |
| Houghton Ralph | ... | Buck, 'Falcon' Crewman (uncredited) |
| George Reed | ... | Black Servant at Tea (uncredited) |
| Frank Richards | ... | Cutler Man in Barrel Room (uncredited) |
| Constantine Romanoff | ... | Pete, on Sponge Boat (uncredited) |
| Mel Ruick | ... | Man in Ballroom (uncredited) |
| Ynez Seabury | ... | Woman in Ballroom (uncredited) |
| Dorothy Sebastian | ... | Woman in Ballroom (uncredited) |
| Allen D. Sewall | ... | Juror (uncredited) |
| Frank Shannon | ... | Captain in Cafe (uncredited) |
| Mildred Shay | ... | Girl in Match Sequence (uncredited) |
| Ray Spiker | ... | Stan, 'Falcon' Crewman (uncredited) |
| Will Stanton | ... | Rat-Faced Man (uncredited) |
| Jack Sterling | ... | Lars, 'Claiborne' Crewman (uncredited) |
| Hayden Stevenson | ... | Lawyer (uncredited) |
| John St. Polis | ... | Devereaux Foreign Agent (uncredited) |
| Leo Sulky | ... | Juror (uncredited) |
| Akim Tamiroff | ... | Voice of The Lamb (voice) (uncredited) |
| Forrest Taylor | ... | Devereaux Treasurer (uncredited) |
| Mary Thomas | ... | Guest in Ballroom (uncredited) |
| Guy Usher | ... | Jailer (uncredited) |
| Dale Van Sickel | ... | Roy, 'Falcon' Cewman (uncredited) |
| Gohr Van Vleck | ... | First Mate of Charleston Packet (uncredited) |
| Catherine Wallace | ... | Woman in Ballroom (uncredited) |
| Joyce Walsh | ... | Guest in Ballroom (uncredited) |
| Harry Warren | ... | Boston, 'Falcon' Crewman (uncredited) |
| Stanhope Wheatcroft | ... | Devereaux Secretary (uncredited) |
| Lloyd Whitlock | ... | Southern Gentleman (uncredited) |
| Don Zelaya | ... | Cafe Bartender (uncredited) |
| Fred Zendar | ... | Spike, 'Claiborne' Crewman (uncredited) |
| Carl Zwolsman | ... | Nate, 'Falcon' Crewman (uncredited) |
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