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| Olivia de Havilland | Princess Maria |
| Robert Cummings | Eddie O'Rourke |
| Charles Coburn | Holman |
| Jack Carson | Dave Campbell |
| Jane Wyman | Jean Campbell |
| Harry Davenport | Supreme Court Judge |
| Gladys Cooper | Miss Haskell |
| Minor Watson | Mr. Washburn |
| Nan Wynn | Nightclub Singer |
| Curt Bois | Count Peter de Candome |
| Ray Walker | G-Man |
| David Clyde | Gray |
| Nana Bryant | Mrs. Mulvaney (uncredited) |
| Nydia Westman | Mrs. Bowers |
| Ruth Ford | Clare Stillwell (uncredited) |
| Julie Bishop | Stewardess (uncredited) |
| Frank Puglia | Greek Cafe Proprietor (uncredited) |
| Rosina Galli | Greek's Wife (uncredited) |
| Ferike Boros | Mrs. Anna Pulaski (uncredited) |
| Dave Willock | Delivery Boy (uncredited) |
Princess Maria and her uncle are in Washington, D.C., where it is hoped she will meet a suitable man to marry. After a number of misfires on the romance front, Maria flies to San Francisco, sedating herself beforehand to combat her fear of flying. Still asleep when the plane sets down, Maria is taken in by the pilot, Eddie . When Maria wakes up and meets Edward, sparks fly -- but her royal lineage could complicate matters.
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