Previously filmed in 1930 as True to the Navy, Kenyon Nicholson's old stage farce Sailor Beware returned to the screen in 1936 as Lady Be Careful. The plot remains substantially the same, as an amorous sailor named Dynamite (Lew Ayres) bets his pals that he can "thaw" icy beauty-contest winner Billie (Mary Carlisle). What follows is a series of misunderstandings, arguments and reconciliations, all wrapped up in a happy-ever-after conclusion.
| Actor | Role |
|---|---|
 Lew AyresChester aka Dynamite | Chester aka Dynamite |
 Mary CarlisleBillie 'Stonewall' Jackson | Billie 'Stonewall' Jackson |
 Benny BakerBarney | Barney |
 Buster CrabbeJake | Jake |
 Grant WithersLt. Loomis | Lt. Loomis |
 Irving BaconHappy | Happy |
 Barbara BarondessDode | Dode |
 Sheila BromleyHazel | Hazel |
 Wilma FrancisBernice | Bernice |
| EEthel SykesDancer | Dancer |
 Murray AlperMattie | Mattie |
| JJack ChapinHerb | Herb |
 Wesley BarryTexas | Texas |
 Nick LukatsTim | Tim |
 Purnell PrattFather | Father |
| JJack AdairSydney | Sydney |
| JJosephine McKimAlice | Alice |
| JJennifer GrayGirl in Sailboat | Girl in Sailboat |
| BBobbie KoshayGirl in Sailboat | Girl in Sailboat |
 Irene BennettGirl in Sailboat | Girl in Sailboat |
 Ellen DrewGirl in Sailboat | Girl in Sailboat |
 Louise StanleyGirl in Sailboat | Girl in Sailboat |
| HHenry ArthurSailor | Sailor |
| CCarlos BarbeTenor | Tenor |
| PPaul BarrettToad | Toad |
 Harry BurnsCurio Dealer | Curio Dealer |
| RRoy CraneShorty | Shorty |
 Robert CummingsFirst Officer | First Officer |
 Billy DooleyDrunk | Drunk |
| LLowell DrewFirst Guest | First Guest |