"When a barnstorming stunt pilot decides to join the air corps, his two goofball assistants decide to go with him. Since the two are Abbott & Costello, the air corps doesn't know what it's in for."
Bud Abbott
as Blackie Benson
Lou Costello
as Heathcliff
Martha Raye
as Gloria Phelps / Barbara Phelps
Carol Bruce
as Linda Joyce
William Gargan
as Craig Morrison
Dick Foran
as Jinx Roberts
Charles Lang
as Jim Joyce
William B. Davidson
as Gonigle
Truman Bradley
as Butch
Loring Smith
as Major Barstow
William Forrest
as Colonel
Freddie Slack
as Pianist
Marvin Bailey
as The Six Hits
Vince Degen
Howard Hudson
Mack McLean
Jerry Preshaw
Bill Seckler
Richard Crane
as Cadet Stevens (uncredited)
Harold Daniels
as Announcer (uncredited)
Dorothy Darrell
as USO Girl (uncredited)
Virginia Engels
as Hatcheck Girl (uncredited)
Scott Groves
as Cadet (uncredited)
Eddie Hall
as Soldier Who Pokes Seymour with Cue Stick (uncredited)
Earle Hodgins
as Tunnel of Love Attendant (uncredited)
James Horne Jr.
Dorothy L. Jones
as Brunette (uncredited)
Charles King Jr.
Charles King
Doris Lloyd
as Lady with Lipstick (uncredited)
Princess Luana
as Dancer (uncredited)
Nelson McDowell
as Tall Man at Carnival (uncredited)
William H. O'Brien
as Waiter at Manila Club (uncredited)
Gene O'Donnell
as Control Tower Operator (uncredited)
Regis Parton
Frank Penny
as Carnival Spieler (uncredited)
Marcia Ralston
Cyril Ring
as Nightclub Extra (uncredited)
Paul Scott
as Doctor (uncredited)
James Seay
as Lieutenant (uncredited)
Mickey Simpson
as Mickey - Academy Gate Guard (uncredited)
Stanley Smith
Larry Steers
as Man with Woman with Lipstick (uncredited)
Harry Strang
as Truck Driver (uncredited)
Peter Sullivan
as Undetermined Role (uncredited)
Emil Van Horn
as Man in Gorilla Costume (uncredited)
Russell Wade
as Young Flyer (uncredited)
Janet Warren
Phil Warren
as Bevans - C47 Pilot (uncredited)
Carleton Young
as Orchestra Leader (uncredited)
Nat Perrin
Screenplay
John Grant
Edmund L. Hartmann
Story
Glenn Tryon
Associate Producer
Vera West
Costume Design
Arthur Lubin
Director
Arthur Hilton
Editor
Russell A. Gausman
Set Decoration
Jack Otterson
Production Design
Philip Cahn
Joseph A. Valentine
Director of Photography
Gil Valle
Assistant Director
Frank Skinner
Original Music Composer
True Eames Boardman
Ralph Ceder