"Larry Haines, a mediocre vaudeville entertainer, boards a train for Los Angeles. Aboard, he meets an attractive, blonde British agent carrying a coded message hidden in a brooch—and is being pursued by Nazi agents."
Bob Hope
as Larry Haines
Madeleine Carroll
as Karen Bentley
Gale Sondergaard
as Madame Stephanie Runick
George Zucco
as Dr. Hugo Streger
Lionel Royce
as Karl
Walter Kingsford
as Dr. Wallace Faber
Victor Varconi
as Miller
Otto Reichow
as Lanz
Esther Howard
as Mrs. Topley
Edward Gargan
as Mulrooney
James Burke
as Union Secretary
Charles Cane
as Turk O'Flaherty
Crane Whitley
as Ulrich - Henchman
Dooley Wilson
as Porter
Milton Parsons
as Mortician
Erville Alderson
as Sheriff
Tom Fadden
as Tom Douglas
Fred Kelsey
as Sam - Policeman
Edgar Dearing
as Joe - Policeman
Leslie Denison
as Elvan
Robert Emmett Keane
as Nat Burton
Addison Richards
as Herbert Wilson
Matthew Boulton
as Colonel Ashmont
Monte Blue
as Policeman at Union Hall (uncredited)
Wade Boteler
as Conductor (uncredited)
Bing Crosby
as Man Outside Union Hall (uncredited)
Sarah Edwards
as Mrs. Weatherwax (uncredited)
Bert Moorhouse
as Diner Patron (uncredited)
Edward Peil Sr.
as Policeman (uncredited)
Carl Switzer
as Frederick (uncredited)
Minerva Urecal
as Stone-Faced Woman (uncredited)
Sidney Lanfield
Director
Don Hartman
Screenplay
Frank Butler
Buddy G. DeSylva
Executive Producer
David Buttolph
Original Music Composer
William Shea
Editor
Hans Dreier
Art Direction
Robert Usher
Edith Head
Costume Design
Wally Westmore
Makeup Artist
Gene Merritt
Sound Recordist
Gene Garvin
Paul Jones
Associate Producer
Melvin Frank
Story
Norman Panama
William C. Mellor
Director of Photography