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| Gary Cooper | Prof. Bertram Potts |
| Barbara Stanwyck | Katherine 'Sugarpuss' O'Shea |
| Dana Andrews | Joe Lilac |
| Oscar Homolka | Prof. Gurkakoff (Mathematics) |
| Dan Duryea | Duke Pastrami |
| S.Z. Sakall | Prof. Magenbruch |
| Richard Haydn | Prof. Oddly (Botany) |
| Henry Travers | Prof. Jerome (History) |
| Tully Marshall | Prof. Robinson (Law) |
| Gene Krupa | Orchestra leader |
Hoping to update his chapter on modern slang, encyclopedia writer Professor Bertram Potts ventures into a chic nightclub. Inside, he meets the snarky burlesque performer ''Sugarpuss'' O'Shea . Fascinated by her command of popular jargon, Potts invites her to stay with him. But, unknown to Potts, she is the fiancée of a mobster and wanted by the police. In the ensuing mayhem, Potts must stay on his toes or be swallowed up by bigger fish.
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