"Inspired by Churchill's Dunkirk speech, brash, undisciplined Canadian bush pilot Brian MacLean and three friends enlist in the RCAF."
James Cagney
as Brian MacLean
Dennis Morgan
as Johnny Dutton
Brenda Marshall
as Emily Foster
Alan Hale
as Tiny Murphy
George Tobias
as Blimp Lebec
Reginald Gardiner
as Scrounger Harris
W.A. Bishop
as Himself
Reginald Denny
as Commanding Officer
Russell Arms
as Prentiss
Paul Cavanagh
as Group Captain
Clem Bevans
as Store-Teeth Morrison
J.M. Kerrigan
as Foster
J. Farrell MacDonald
as Dr. Neville
Patrick O'Moore
as Fyffe
Morton Lowry
as Carmichael
Owen Cathcart-Jones
as Chief Flying Instructor
Frederick Worlock
as President of Court Martial
Roland Drew
as Officer
Lucia Carroll
as Blonde
George Meeker
as Playboy
Pat Flaherty
as Drill Sergeant (uncredited)
Winifred Harris
as Red Cross Collector (uncredited)
Michael Curtiz
Director
Arthur T. Horman
Story
Roland Gillett
Screenplay
Richard Macaulay
Norman Reilly Raine
C.A. Riggs
Sound
Leo F. Forbstein
Music Director
Max Steiner
Original Music Composer
George Amy
Editor
Wilfrid M. Cline
Director of Photography
Sol Polito
Ted Smith
Art Direction
Howard Shoup
Costume Design
Perc Westmore
Makeup Artist
Hal B. Wallis
Executive Producer
William Cagney
Associate Producer
Byron Haskin
Special Effects
Rex Wimpy