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| Eleanor Powell | Tallulah Winters |
| Red Skelton | Merton K. Kibble |
| Bert Lahr | Skip Owens |
Tallulah Winters, a Broadway dancer, is inadvertently involved in a spy plot when she agrees to carry a vital piece of equipment on a cruise to Rio. The spy ringleader got the idea of using an entertainer from a story by eccentric dime magazine writer Merton K. Kibble -- whose friend Skip Owens has convinced him to take the cruise as well. Tallulah and Merton hit it off, until Tallulah overhears him discussing a plot for a story and thinks he is a spy.
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