On leave in Italy, Lt. Tommy Knowlton falls in love with Jean Standish, who's not only married, but is the daughter of his submarine's commander. Friction between the two officers becomes intolerable once at sea and after Commander Toler is forced to abandon Tommy's best friend topside while the sub dives to escape enemy planes, Tommy is no longer able to contain his anger.
Robert Montgomery
as Lieut. Thomas Knowlton USN
Walter Huston
as Lieut. Comdr. T.J. Toler USN
Madge Evans
as Joan
Jimmy Durante
as Ptomaine' - Ships Cook
Eugene Pallette
as Mac Dougal - Chief Torpedo Man
Robert Young
as Lieut. (JG) 'Brick' Walters
Edwin Styles
as Herbert Standish - Flight Comdr.
John Lee Mahin
as Lieut. (JG) 'Speed' Nelson
David Newell
as Lieut. (JG) Radford
Sterling Holloway
as Seaman Jenks
Charles Irwin
as Buck Teeth Sergeant
