Freddie Bartholomew

Harvey Cheyne

Spencer Tracy

Manuel Fidello

Lionel Barrymore

Captain Disko Troop

Melvyn Douglas

Frank Burton Cheyne

Charley Grapewin

Uncle Salters

Mickey Rooney

Dan Troop

John Carradine

Long Jack

Oscar O'Shea

Captain Walt Cushman

Jack La Rue

Priest

Walter Kingsford

Dr. Finley

Donald Briggs

Tyler

Sam McDaniel

'Doc'

Bill Burrud

Charles

Norman Ainsley

Robbins (uncredited)

C.E. Anderson

Fisherman (uncredited)

Edward Peil Sr.

Fisherman (uncredited)

Wally Albright

Boy (uncredited)

Lee Van Atta

Boy (uncredited)

Tommy Bupp

Boy on Ship (uncredited)

Gene Reynolds

Boy in Print Shop (uncredited)

Betty Alden

Bit Role (uncredited)

Sherry Hall

Bit Role (uncredited)

Mira McKinney

Bit Role (uncredited)

Dennis O'Keefe

Bit Role (uncredited)

William Arnold

Reporter (uncredited)

Don Brodie

Reporter (uncredited)

Bobby Watson

Reporter (uncredited)

Art Berry Sr.

Capt. Anderson (uncredited)

Jack Kennedy

Captain of Flying Swan (uncredited)

Wade Boteler

Skipper of Blue Gill (uncredited)

Lloyd Ingraham

Skipper of Ship (uncredited)

Leo G. Carroll

Burns (uncredited)

Charles Coleman

Burns the Butler (uncredited)

Jimmy Conlin

Martin (uncredited)

Lester Dorr

Corridor Steward (uncredited)

Billy Gilbert

Soda Steward (uncredited)

Richard Powell

First Steward (uncredited)

Larry Fisher

Crewman (uncredited)

James Kilgannon

Crewman (uncredited)

Stubby Kruger

Crewman (uncredited)

Philo McCullough

Crewman (uncredited)

Gil Perkins

Crewman (uncredited)

Jack Sterling

Crewman (uncredited)

Roger Gray

Nate Rogers (uncredited)

Henry Hanna

(uncredited)

Gladden James

Secretary Cobb (uncredited)

Murray Kinnell

Minister (uncredited)

Myra Marsh

Chester's Wife (uncredited)

Christian Rub

Old Clement (uncredited)

William Stack

Elliott (uncredited)

Frank Sully

Taxi Driver (uncredited)

Gertrude Sutton

Nate's Wife (uncredited)

David Thursby

Tom (uncredited)

Charles Trowbridge

Dr. Dick Walsh (uncredited)

Monte Vandergrift

Sailor on Flying Swan (uncredited)

Jay Ward

Pogey Williams (uncredited)

Dave Wengren

Lars (uncredited)

Kenneth Wilson

Alvin Savage (uncredited)

Victor Fleming

Director

Rudyard Kipling

Novel

John Lee Mahin

Screenplay

Dale Van Every

Screenplay

Marc Connelly

Screenplay

Louis D. Lighton

Producer

Franz Waxman

Original Music Composer

Harold Rosson

Director of Photography

Elmo Veron

Editor

Cedric Gibbons

Art Direction

Robert J. Schiffer

Makeup Artist

Douglas Shearer

Sound

Tom Kilpatrick

Screenplay

Edwin B. Willis

Art Direction

Paul Marquardt

Orchestrator

A. Arnold Gillespie

Art Direction

Harold J. Marzorati

Camera Operator

Bob Roberts

Camera Operator

Franz Waxman

Songs

Charles Maxwell

Orchestrator

Clifford Vaughan

Additional Music