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| William Powell | Nick Charles |
| Myrna Loy | Nora Charles |
| Virginia Grey | Lois MacFay/Linda Mills |
| Otto Kruger | Assistant District Attorney Van Slack |
| C. Aubrey Smith | Colonel Burr MacFay |
| Ruth Hussey | Dorothy Waters |
| Nat Pendleton | Lieutenant John Guild |
| Patric Knowles | Dudley Horn |
| Tom Neal | Freddie Coleman |
| Phyllis Gordon | Mrs. Isabella Bellam |
| Sheldon Leonard | Phil Church |
| Don Costello | ''Diamond Back'' Vogel |
| Harry Bellaver | ''Creeps'' Binder |
| Muriel Hutchison | H. Culverton ''Smitty'' Smith |
| Abner Biberman | Dum-Dum |
| Marjorie Main | Mrs. Dolley |
In this third film in the ''Thin Man'' series based on characters created by mystery writer Dashiell Hammett, retired detective Nick Charles and his wife, Nora, accept an invitation to visit family friend Col. Burr MacFay at his Long Island, N.Y., estate. Soon after arriving with their new son, Nick Jr., and family dog Asta in tow, MacFay is murdered, and the Charles family must unravel a mystery that may implicate the most unlikely of suspects.
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