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| Mae West | Lady Lou |
| Cary Grant | Capt. Cummings |
| Owen Moore | Chick Clark |
| Gilbert Roland | Serge Stanieff |
| Noah Beery Sr. | Gus Jordan |
| David Landau | Dan Flynn |
| Rafaela Ottiano | Russian Rita |
| Dewey Robinson | Spider Kane |
| Rochelle Hudson | Sally |
| Tammany Young | Chuck Connors |
| Fuzzy Knight | Rag Time Kelly |
| Grace La Rue | Frances |
Burlesque barroom singer Lady Lou knows everyone in town, especially the men. Unfortunately, her convict ex-boyfriend Chick Clark is the jealous type and vows violence against her if she behaves unfaithfully while he's in prison. To make matters worse, Lou's boss, Gus Jordan, secretly runs a prostitution and counterfeiting ring, and the director of the city mission next door is actually a federal agent . What's a girl to do?
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