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| Katharine Hepburn | Sylvia Scarlett, aka Sylvester Scarlett |
| Cary Grant | Jimmy ``Monk'''Monkley |
| Brian Aherne | Michael Fane |
| Edmund Gwenn | Henry Scarlett |
| Natalie Paley | Lily Levetsky (uncredited) |
| Dennie Moore | Maudie Tilt (uncredited) |
| Lennox Pawle | Drunk (uncredited) |
| Daisy Belmore | Fat Woman on Beach (uncredited) |
After the death of her mother, Sylvia Scarlett decides that she can help her debt-ridden father, Henry, by dressing like a young man in order to move more freely in society. Returning to England from France, the pair are conned by smuggler Jimmy Monkley, but are impressed enough by him to join several of his unsuccessful swindling schemes. Sylvia is unexpectedly brought out of her liberated masculine persona when she meets a breezy bohemian artist.
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