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| Frank Sinatra | Clarence Doolittle |
| Gene Kelly | Joseph Brady |
| Kathryn Grayson | Susan Abbott |
| Jose Iturbi | Himself |
| Dean Stockwell | Donald Martin |
| Carlos Ramirez | Carlos |
| Henry O'Neill | Admiral Hammond |
| Leon Ames | Commander (Admiral's Aide) |
| Rags Ragland | Police Sergeant |
| Edgar Kennedy | Police Captain |
| Pamela Britton | Girl from Brooklyn |
| Henry Armetta | Hamburger Man |
| Billy Gilbert | Cafe Manager |
| Sharon McManus | Little Girl Beggar |
| James Burke | Studio Cop |
| James Flavin | Radio Cop |
| Chester Clute | Iturbi's Assistant |
| Grady Sutton | Bertram Kraler |
| Peggy Maley | Lana Turner impersonator (uncredited) |
| Sondra Rodgers | Jean the secretary (uncredited) |
Joe and Clarence are two young Navy sailors on leave in glitzy Los Angeles. The two men at first plan to use their layover as an opportunity to relax, but they soon find themselves in a complicated web of comic secrets. When the two buddies find a runaway boy and return him to his fame-hungry Aunt Susan, both men find themselves falling for the wannabe singer, setting off a series of misadventures that unfold in comedy and song.
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