"An aspiring actress is offered the lead in a major new play, but discovers that her mother, a more seasoned performer, expects the same part. The situation is further complicated when they both become involved with the same man."
Deanna Durbin
as Pamela Drake
Kay Francis
as Georgia Drake
Walter Pidgeon
as John Arlen
Eugene Pallette
as Gov. Allen
Henry Stephenson
as Capt. Andrew
Cecilia Loftus
as Sara Frankenstein
Samuel S. Hinds
as Sidney Simpson
Lewis Howard
as Fred 'Freddie' Miller
S.Z. Sakall
as Carl Ober
Fritz Feld
as Oscar, the Headwaiter
Virginia Brissac
as Miss Holden
Romaine Callender
as Evans
Joe King
as First Mate Kelly
Mary Kelley
as Governor's Wife
Eddie Polo
as Quarter Master
Harry Owens
as Royal Hawaiians Orchestra Leader
Charles Lane
as Mr. Horner (uncredited)
Eddie Acuff
as Ship's Steward (uncredited)
Mark Anthony
as Officer (uncredited)
John Arledge
as Newcomer on Ship (uncredited)
Leon Belasco
as Captain of Waiters (uncredited)
John Daheim
as Sleepy-Eyed Man (uncredited)
Linda Deane
as Young Girl (uncredited)
Anna Demetrio
as Gertie - the Cook (uncredited)
Virginia Engels
Jennifer Gray
as Cable Office Girl (uncredited)
Anne Gwynne
as Society Girl (uncredited)
Kenner G. Kemp
as Party Extra (uncredited)
Eddie Lee
as Rookie - Captain Andrew's Servant (uncredited)
Fay McKenzie
Louis Natheaux
as Party Guest at Buffet Table (uncredited)
David Oliver
Randy Oness
as Singer in Harry Owens and His Royal Hawaiians (uncredited)
William Ruhl
as Ship's Officer (uncredited)
Phyllis Ruth
Mary Shannon
as Wardrobe Mistress (uncredited)
Landers Stevens
as Business Executive in Arlen's Office (uncredited)
Suzanne Ridgway
Norman Krasna
Screenplay
Ralph Block
Story
William A. Seiter
Director
Frederick Kohner
Martin Obzina
Assistant Art Director
Charles Previn
Music Director
Bernard B. Brown
Sound Supervisor
Joe Lapis
Sound Technical Supervisor
Pinky Tomlin
Songs
Frank Skinner
Eddie Cherkose
Ralph Freed
Lyricist
Jacques Press
Harry Tobias
Russell A. Gausman
Set Decoration
Frank Shaw
Assistant Director
Vera West
Costume Design
Joseph A. Valentine
Director of Photography
Bernard W. Burton
Editor
Joe Pasternak
Producer
Vernon Keays
Jack Otterson
Art Direction
Jane Hall
Roswell A. Hoffmann
Assistant Camera