- Lieutenant Commander Philip Francis Queeg as Flik
- Lieutenant Barney Greenwald as Heimlich
- Lieutenant Steve Marky as Mr. Soil
- Lieutenant Tom Keefer as Manny
- May Wynn as Princess Atta
- Lieutenant Commander De Vriess as Slim
- Seaman as Thorny
- Mrs. Keith as Rosie
- Chief Budge as Dim
- and more
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