- Lieutenant Commander Philip Francis Queeg as Papa Bear
- Lieutenant Barney Greenwald as Brother Bear
- Lieutenant Steve Marky as Farmer Ben
- Lieutenant Tom Keefer as Principal Honeycomb
- Ensign Willis Seward "Willie" Keith as Squire Grizzly
- May Wynn as Mama Bear
- Lieutenant Commander De Vriess as Gramps
- Seaman as Professor Actual Factual
- Lieutenant Commander Challee as Chief Bert Bruno
- Mrs. Keith as Mrs. Ben
- Chief Budge as Teacher Bob
- Ensign Barney Harding as Milton Chubb
- and more
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