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| Cary Grant | Geoff Carter |
| Jean Arthur | Bonnie Lee |
| Rita Hayworth | Judith 'Judy' MacPherson |
| Richard Barthelmess | Barthelmess |
| Thomas Mitchell | Kid Dabb |
| Sig Ruman | John 'Dutchy' Van Reiter (as Sig Rumann) |
| Victor Kilian | Sparks (radioman) |
| John Carroll | Gent Shelton |
| Allyn Joslyn | Les Peters |
| Donald Barry | Tex Gordon, lookout |
| Noah Beery Jr. | Joe Souther |
| Milisa Sierra | Lily, Joe's girl |
| Lucio Villegas | Dr. Lagorio |
| Forbes Murray | Mr. Harkwright, mine operator (uncredited) |
| Cecilia Callejo | Felice Torras, Geoff's lady friend (uncredited) |
| Pat Flaherty | Mike, head mechanic |
| Pedro Regas | Pancho |
Rough and tough Geoff Carter runs a tiny airline that cannot afford to miss any flights, despite the dangers along many of the routes. When Bonnie Lee, a performer who is falling for him, sees that Geoff is preparing to fly in violent weather conditions, she takes measures to make him stay. She's successful in her attempt, and two of his employees are forced to make the flight for him -- but Bonnie may have been correct about the potential peril of that flight.
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