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| Ginger Rogers | Susan Applegate |
| Ray Milland | Major Kirby |
| Rita Johnson | Pamela Hill |
| Robert Benchley | Mr. Osborne |
| Diana Lynn | Lucy Hill |
| Edward Fielding | Col. Hill |
| Frankie Thomas | Cadet Osborne |
| Raymond Roe | Cadet Wigton |
| Charles Smith | Cadet Korner |
| Larry Nunn | Cadet Babcock |
| Billy Dawson | Cadet Miller |
| Lela Rogers | Mrs. Applegate |
| Aldrich Bowker | Rev. Doyle |
| Boyd Irwin | Maj. Griscom |
| Byron Shores | Capt. Durand |
Susan Applegate decides to leave New York City and take a train back to Iowa, but she has only enough money for a child's ticket. She disguises herself as a young girl and, after being discovered by the train conductor, hides out in the car of Major Kirby . Kirby believes she is a child and watches after her. But as Kirby's fiancée and others grow suspicious of Susan's ruse, her cleverness is thoroughly tested.
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