William Powell's last film, his final film appearance. He had marked difficulties retaining his lines, something that had not happened to him in earlier films. This, along with frail health (including bouts with cancer) plus a difficult Hawaii location shoot, ultimately led to the actor's decision to retire.
When John Ford met James Cagney at the airport, the director warned that they would "tangle asses," which caught Cagney by surprise. The next day, Cagney was slightly late on set, and Ford became incensed. Cagney cut short the imminent tirade, saying: "When I started this picture, you said that we would tangle asses before this was over. I'm ready now - are you?" Ford backed down and walked away, and he and Cagney had no further conflicts on the set. Cagney later said: "I would have kicked his brains out. He was so goddamned mean to everybody. He was truly a nasty old man."
Ensign Pulver meets Capt. Morton (James Cagney), apparently for the first time, identifies himself, and tells the captain that he's been on the ship for "14 months, sir." Before shooting the scene, Cagney realized that he would have to rehearse the moment with Jack Lemmon again and again so he wouldn't burst out laughing during the actual filming. Lemmon agreed, and when the scene was filmed, Cagney claimed he was just barely able to hang on with a straight face, despite the repeated rehearsals.
Henry Fonda and Jack Lemmon actually served in the Navy during World War II. Fonda transferred to the Naval Reserves at the rank of Lieutenant, Lemmon remained an Ensign.
Jack Lemmon started a long-time friendship with James Cagney, which lasted until Cagney's death in 1986. Prior to Lemmon's appearance in his first film years before, Lemmon got started in live television. In one particular performance, Lemmon decided to play his character differently: the right-handed Lemmon decided to play his character left-handed. With much practice, he pulled off the performance without anyone noticing the change. This change even fooled Lemmon's wife at the time. A few years went by and Jack met Cagney on their way to Midway Island to film this movie. They introduced themselves, and Cagney chimed in, "Are you still fooling people into believing you're left handed?" They had a great laugh and a strong friendship was born.