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| James Cagney | Biff Grimes |
| Olivia de Havilland | Amy Lind |
| Rita Hayworth | Virginia Brush |
| Alan Hale | Old Man Grimes |
| George Tobias | Nicholas Pappalas |
| Jack Carson | Hugo Barnstead |
| Una O'Connor | Mrs. Mulcahey |
| George Reeves | Harold |
| Lucille Fairbanks | Harold's Girl Friend |
| Ed McNamara | Big Joe |
| Herbert Heywood | Toby |
At the turn of the century, dentist Biff Grimes recalls his association with politician Hugo Barnstead . The men meet over their romantic rivalry for striking strawberry blonde Virginia Brush . Despite Biff's efforts, Virginia pushes her friend, nurse and women's rights advocate Amy Lind, on him and elopes with Hugo. After Biff and Amy fall in love, Biff join Hugo's firm, only to learn that his rival is still a double dealer.
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