"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 (bush pilot)
Dennis Morgan
as Johnny Dutton (bush pilot)
Brenda Marshall
as Emily Foster
Alan Hale
as Francis Patrick 'Tiny' Murphy (bush pilot)
George Tobias
as Blimp Lebec (bush pilot)
Reginald Gardiner
as Scrounger Harris (bush pilot)
W.A. Bishop
as Himself
Reginald Denny
as Commanding officer
Russell Arms
as Louis 'Alabama' Prentiss
Paul Cavanagh
as Group Captain
Clem Bevans
as Sam 'Store-Teeth' Morrison
J.M. Kerrigan
as Foster (storekeeper / Emily's father)
J. Farrell MacDonald
as Dr. Neville (from Churchtown)
Patrick O'Moore
as Fyffe
Morton Lowry
as Carmichael
Pat Flaherty
as Drill Sergeant
Winifred Harris
as Red Cross Collector
Arthur T. Horman
Story
Screenplay
Norman Reilly Raine
Roland Gillett
Richard Macaulay
Michael Curtiz
Director
Leo F. Forbstein
Music Director
C.A. Riggs
Sound
Howard Shoup
Costume Design
Hal B. Wallis
Executive Producer
George Amy
Editor
Wilfrid M. Cline
Director of Photography
Perc Westmore
Makeup Artist
Sol Polito
Ted Smith
Art Direction
Rex Wimpy
Special Effects
Max Steiner
Original Music Composer
William Cagney
Associate Producer
Byron Haskin