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| Pat O'Brien | Sam Gallagher |
| Carole Landis | Jill McCann |
| Chester Morris | Jeff Gallagher |
| Ruth Warrick | Lea Damaron |
| Barton MacLane | Red Kelly |
| Tom Tully | Brownell |
| Wallace Ford | Miller |
| Howard Freeman | Max Lessing |
| Erik Rolf | Ben Royall |
| Matt McHugh | Curly |
| Frank Sully | Shawn |
| Frank Fenton | Simms |
| Charles D. Brown | James Thane |
Sam Gallagher returns home to Los Angeles as an undercover spy for the Navy, getting a job at the shipyards where his brother, Jeff, is a foreman. Jeff still resents Sam for abandoning the family years ago and fears he may steal away Lea Damaron, his current girlfriend -- who is Sam's old flame. While Sam tries to sniff out Nazi saboteurs in the plant, he grows closer to Jill McGann, the agent tasked with pretending to be his wife.
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