Butch Rogers and Sock McGillis are old submarine hands stationed in Panama. On land, Butch and Sock battle over pretty Ann Sawyer. At sea and underwater, however, our two heroes are inseparable.

Pat O'Brien
as Butch Rogers

George Brent
as Lt. Commander Dan Matthews

Wayne Morris
as "Sock" McGillis

Frank McHugh
as "Lucky" Jones

Doris Weston
as Ann Sawyer

Henry O'Neill
as Admiral Thomas

Dennie Moore
as Arabella

Veda Ann Borg
as Dolly

Regis Toomey
as Tom Callan

Nina Quartero
as Panama Percentage Girl