"A cocky Air Force pilot stationed in England during World War II falls for a daring female flier. After he's killed on a mission, he is sent back to Earth by heavenly General with a new assignment."
Spencer Tracy
as Pete Sandidge
Irene Dunne
as Dorinda Durston
Van Johnson
as Ted Randall
Ward Bond
as Al Yackey
James Gleason
as “Nails” Kilpatrick
Lionel Barrymore
as The General
Barry Nelson
as Dick Rumney
Esther Williams
as Ellen Bright
Henry O'Neill
as Col. Sykes
Don DeFore
as James J. Rourke
Charles Smith
as Sanderson
Addison Richards
as Maj. Corbett
Irving Bacon
as Cpl. Henderson (uncredited)
Eve Whitney
as Rourke’s girlfriend (uncredited)
Kirk Alyn
as Officer in Heaven (uncredited)
Bill Arthur
as Cadet (uncredited)
Martin Ashe
as Sergeant in Chinese Restaurant (uncredited)
George Atkinson
as Waiter (uncredited)
Dora Baker
as Charwoman (uncredited)
Steve Barclay
as Flier (uncredited)
Ted Billings
as Man (uncredited)
Charles Bimbo
William Bishop
as Ray - Transport Pilot (uncredited)
John Bogden
Becky Bohanon
as English Girl (uncredited)
Eddie Borden
as Taxi Driver (uncredited)
Fred Coby
Eddie Coke
as Corporal (uncredited)
Peter Cookson
as Sgt. Hanson (uncredited)
Oliver Cross
as American Major (uncredited)
Mark Daniels
as Lieutenant (uncredited)
Edwards Davis
as Bartender (uncredited)
Vernon Downing
as English Liaison Officer (uncredited)
Johnny Dunn
Blake Edwards
as Flyer (uncredited)
Mary Elliott
as Dance Hall Girl (uncredited)
Frank Faylen
as Major (uncredited)
Craig Flannagan
as American Lieutenant (uncredited)
John Frederick
as Lt. Ridley (uncredited)
Mary Ganley
as Woman in Chinese Restaurant (uncredited)
Leatrice Joy Gilbert
Gibson Gowland
Richard Graham
as Crew Member (uncredited)
Herbert Gunn
Aileen Haley
as Hostess (uncredited)
Edward Hardwicke
as George - English Boy (uncredited)
Carey Harrison
as American Major in Red Lion Inn (uncredited)
Louise Hart
Gertrude Hoffmann
as Old Woman (uncredited)
Earl Kent
Charles King
as Lt. Collins (uncredited)
George Kirby
as Fisherman (uncredited)
Harold Landon
Nelson Leigh
Robert Lowell
Peggy Maley
as Woman (uncredited)
William Manning
as Co-Pilot (uncredited)
James Martin
Mary McLeod
James Millican
as Orderly (uncredited)
Neyle Morrow
Maurice Murphy
as Capt. Robertson (uncredited)
Melvin Nix
Tarquin Olivier
as Boy (uncredited)
Stanley Orr
as English Captain (uncredited)
Michael Owen
Jean Prescott
as Mother (uncredited)
Marshall Reed
Walter Sande
as Sande - Mess Sergeant (uncredited)
Jack Saunders
as American Captain (uncredited)
Earl Schenck
as Col. Hendricks (uncredited)
Ken Scott
Bernard Sell
Violet Seton
as Bartender's Wife (uncredited)
Christopher Severn
as Peter - English Boy (uncredited)
Ernest Severn
as Davey - English Boy (uncredited)
Raymond Severn
as Cyril - English Boy (uncredited)
Yvonne Severn
as Elizabeth - English Girl (uncredited)
Jessie Tai Sing
as Headwaitress (uncredited)
Bill Sloan
Arthur Space
as San Francisco Airport Captain (uncredited)
Wyndham Standing
as English Colonel (uncredited)
Arthur Stenning
Clarence Straight
as Flight Sergeant (uncredited)
Robert Sully
Carlie Taylor
Joan Thorsen
Elizabeth Valentine
as Washerwoman's Child (uncredited)
Philip Van Zandt
Leslie Vincent
as Sentry (uncredited)
James Warren
as Irish Guard (uncredited)
Jacqueline White
as Helen (uncredited)
John Whitney
Kay Williams
as Girl at Bar (uncredited)
Matt Willis
as Lt. Hunter (uncredited)
Allen Wood
as Tough Corporal (uncredited)
Richard Woodruff
Donald Jahraus
Special Effects
Warren Newcombe
Victor Fleming
Director
Chandler Sprague
Story
David Boehm
Frederick Hazlitt Brennan
Adaptation
Dalton Trumbo
Screenplay
A. Arnold Gillespie
Everett Riskin
Producer
Herbert Stothart
Original Music Composer
George J. Folsey
Director of Photography
Karl Freund
Frank Sullivan
Editor
Cedric Gibbons
Art Direction
Edwin B. Willis
Set Decoration
Gilbert Kurland
Unit Production Manager
Jay Marchant
Horace Hough
Assistant Director
Dolph Zimmer
Douglas Shearer
Sound
Irene
Costume Supervisor
Bert Eason
Assistant Camera