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| James Stewart | Tom Destry, Jr. |
| Marlene Dietrich | Frenchy |
| Mischa Auer | Boris |
| Charles Winninger | Washington Dimsdale |
| Brian Donlevy | Kent |
| Allen Jenkins | Gyp Watson |
| Warren Hymer | Bugs Watson |
| Irene Hervey | Janice tyndall |
| Una Merkel | Lily Belle |
| Billy Gilbert | Loupgerou |
| Samuel S. Hinds | Judge Slade |
The small town of Bottleneck is under the control of Kent, a power-hungry boss who gets control over the local cattle ranchers by winning a rigged game of cards. When the local sheriff questions the legitimacy of the game, Kent has him killed and names the town drunk, Dimsdale, as sheriff. What Kent doesn't know is that Dimsdale knows legendary lawman Tom Destry, who in turns sends his daring son Tom Destry Jr. to Bottleneck to save the day.
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