"Virginia, who studies at a boarding school for upper-class girls, falls in love with a medical intern who works as a waiter for a living. Both the director of the school and her mother oppose such a relationship."
Frances Dee
as Virginia Radcliffe
Billie Burke
as Mrs. Radcliffe
Ginger Rogers
as Pony
Bruce Cabot
as Ralph McFarland
John Halliday
as Mr. Radcliffe
Beulah Bondi
as Miss Van Alstyne
Sara Haden
as Miss Fisher
Helen Freeman
as Dr. Hewitt
Marjorie Lytell
as Ruth
Adalyn Doyle
as Madeline
Anne Shirley
as Billie
Irene Franklin
as Aunt Jessica
Ann Cameron
as Miss Schmidt
Rose Coghlan
as Miss Garland
Caroline Rankin
as Miss Weber
Margaret Armstrong
as Edith (uncredited)
Eddie Baker
as Janitor (uncredited)
Joan Barclay
as Student (uncredited)
Jane Darwell
as Maude (uncredited)
Arnold Gray
as Desk Clerk (uncredited)
Theresa Harris
as Evelyn (uncredited)
John David Horsley
as Intern (uncredited)
Claire Meyers
Frank Mills
as Cab Driver (uncredited)
Jack Norton
as Drunk (uncredited)
Susanne Thompson
Edith Vale
Ellinor Vanderveer
as Reception Guest (uncredited)
Bess Flowers
Wanda Tuchock
Director
George Nichols Jr.
David Hempstead
Story
Vernon L. Walker
Visual Effects
Van Nest Polglase
Art Direction
Kenneth Macgowan
Associate Producer
Laird Doyle
Screenplay
Merian C. Cooper
Executive Producer
Albert S. D'Agostino
Arthur P. Schmidt
Editor
J. Roy Hunt
Director of Photography
Max Steiner
Music Director
John L. Cass
Sound Recordist