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| Don Ameche | Phil O'Neil (Credits)/Phil 'Mac' McNeil (in Film) |
| Betty Grable | Kathryn 'Kay' Latimer, also called Miss Adams |
| Robert Cummings | Jeffrey 'Jeff' Boulton |
| Carole Landis | Barbara Latimer, aka Miss Sears |
| Charlotte Greenwood | Aunt Susan 'Sue' Latimer |
| Jack Haley | Jack O'Hara |
After losing nearly all of an inheritance to taxes, sisters Kay and Barbara Latimer, waitresses at a drive-in restaurant in Texas, scheme to find rich husbands. With the aid of their aunt Susan, the sisters take the last of their money and head to a well-known Miami resort where they soon meet two wealthy young men, Phil and Jeff, who begin a fierce rivalry for Kay, not realizing that Barbara has fallen in love with one of them.
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