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| Deanna Durbin | Pamela Drake |
| Kay Francis | Georgia Drake |
| Walter Pidgeon | John Arlen |
| Samuel S. Hinds | Sidney Simpson |
| S.Z. Sakall | Karl Ober |
| Lewis Howard | Fred ''Freddie'' Miller |
| Cecilia Loftus | Sara Frankenstein |
| Henry Stephenson | Capt. Andrew |
| Eugene Pallette | Gov. Allen |
| Joe King | First Mate Dan Kelly |
| Fritz Feld | Oscar |
| Charles Lane | Mr. Horner (uncredited) |
| John Arledge | Newcomer on Ship (uncredited) |
| Romaine Callender | Mr. Evans |
| Virginia Brissac | Miss Holden |
| Leon Belasco | Captain of Waiters (uncredited) |
| Anna Demetrio | Gertie |
Mother and daughter stage performers Georgia Drake and Pamela Drake clash when they both fall in love with a dashing gentleman and vie for the same part. Although Georgia was already cast in the role of a singing maid, young Pamela sings her heart out and steals the show during her audition, easily convincing the producers to give her the role instead. Pamela becomes a success, but show business, love and family make for a sometimes volatile mix.
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