- Jack Vincennes as Top Hat
- Bud White as Ten Cents
- Edmund Exley as Hercules
- Lynn Bracken as Lillie Lightship
- Capt. Dudley Smith as Bluenose
- Sid Hudgens as Sunshine
- Pierce Patchett as Big Mac
- D.A. Ellis Lowe as O.J.
- Dick Stensland as Warrior
- Susan Lefferts as Pearl
- Police Chief Worton as Captain Star
- Mickey Cohen as The Fire Tug
- Tammy Jordan as Sally Seaplane
- Inez Soto as Princess Alice
- Mrs. Lefferts as S.S. Vienna
- Councilman as Grampus
- Lana Turner as The Duchess
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