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| Nancy Carroll | Madeleine McGonegal |
| John Boles | Paul Vanderkill |
| Warburton Gamble | Eggleston |
| Clara Blandick | Aunt Sophie |
| Jane Darwell | Mrs. McGonegal |
| Gary Owen | Buddy |
| Betty Grable | Lucy |
| Luis Alberni | Bustamente |
| Jessie Ralph | Aunt Minnie |
| Charles ``Buck'' Jones | Panama Kelly |
| Tyler Brooke | Dulcey |
| Betty Kendall | Louise |
Down-and-out dancer Madeleine McGonegle becomes the lover of rich playboy Paul Vanderkill . One unintended pregnancy later, they are forced by social custom to get married. But, when their child dies, a distraught Madeleine goes to Mexico to obtain a divorce, wrongly believing that Paul does not really love her. When Paul heads south of the border to retrieve his bride, he discovers her in the company of an old flame, ``Panama Canal'' Kelly .
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