"Flying Tiger Fred Atwell sneaks away from his famous squadron's personal appearance tour and goes incognito for several days of leave. He quickly falls for photographer Joan Manion, pursuing her in the guise of a carefree drifter."
Fred Astaire
as Fred Atwell (Fred Burton)
Joan Leslie
as Joan Manion
Robert Benchley
as Philip 'Phil' Harriman
Robert Ryan
as Reginald Fenton
Elizabeth Patterson
as Mrs. Fisher
Marjorie Gateson
as Canteen Hostess
Freddie Slack
as Freddie Slack - Leader of His Orchestra
Bobby Barber
as Canteen Waiter (uncredited)
Eric Blore
as Jackson - Phil's Butler (uncredited)
Neil Hamilton
as Navy Officer on Train (uncredited)
Olin Howland
as Driver (uncredited)
Paul Hurst
as Dock Foreman (uncredited)
Clarence Kolb
as Harvey J. Sloan (uncredited)
Peter Lawford
as Naval Commander (uncredited)
Frank McLure
as Officer at Dinner (uncredited)
Clarence Muse
as Colonial Club Doorman (uncredited)
Amelita Ward
as Southern Girl (uncredited)
Anne G. Sterling
as Woman in Canteen
Ella Mae Morse
as Singer (uncredited)
Jack Carr
as Customer
Edna Harris
as Salesgirl (uncredited)
Dorothy Kelly
as
Lynn Root
Screenplay
Edward H. Griffith
Director
Frank Fenton
David Hempstead
Producer
Russell Metty
Director of Photography
Roland Gross
Editor
Renié
Costume Design
Ruby Rosenberg
Assistant Director
Albert S. D'Agostino
Art Direction
Carroll Clark
Claude E. Carpenter
Set Decoration
Darrell Silvera
Sherman Todd
Associate Producer
Vernon L. Walker
Special Effects
Leigh Harline
Music Director
Choreographer
Johnny Mercer
Lyricist
James G. Stewart
Sound Re-Recording Mixer
Harold Arlen
Original Music Composer
Mel Berns
Makeup Artist
Songs
Richard Van Hessen
Sound Recordist