New York City cop Phil Donlon leaves the force to join the U.S. Olympic team. When he falls for a Marine colonel's daughter he gets kicked off the team. Joining the Marines to win the Colonel's approval many adventures follow.

Paul Kelly
as Phil Donlon

June Travis
as Paula Denbrough

Purnell Pratt
as Col. J. B. Denbrough

Reginald Denny
as Steve Lodge

Warren Hymer
as Herman

Irving Pichel
as Col. Leonard

Sterling Holloway
as Alfred - the Steward

Ray Corrigan
as Lt. Hodge

Carleton Young
as Corporal

William Hopper
as Marine