June McCarthy has unwittingly aided an undercover Nazi naval officer with acquiring a "mother ship" for German submarines in the Atlantic.

Carole Landis
as June McCarthy

Henry Wilcoxon
as Captain Jimmy Madden

Onslow Stevens
as Carl Cutler

Kathleen Howard
as Maggie Clancy

Wally Rairden
as Blake, 3rd Mate

Sven Hugo Borg
as Sven

Henry Victor
as Cmdr. Bulow

Roland Varno
as Lt. Schmidt

Louis Adlon
as Lerner

Willy Kaufman
as Lt. Felder