- Michael Shayne as Ten Cents
- Merie Garland as Lillie Lightship
- Helen Shaw as Pearl
- Juan Arturo O'Hara as Sunshine
- Vanderhoefen as Warrior
- Rudolf Hagerman as The Fire Tug
- Friedrich Gerber as Grampus
- Ethel as Princess Alice
- Charlie as Sea Rogue
- Mrs. Bertha Toby as The Duchess
- Mr. Toby as O.J.
- Alexis Fournier as Scuttlebutt Pete
- Judge as Captain Star
- Capt. Brown as Frank
- First Officer Richards as Eddie
- Inspector Peterson as Bluenose
- Joseph P. McCordy as Hercules
- Miss Hoffman as S.S. Vienna
- Theodore H. Sherman Jr. as Billy ShoePack
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