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| Cary Grant | Leopold Dilg/Joseph |
| Jean Arthur | Miss Nora Shelley |
| Ronald Colman | Professor Michael Lightcap |
| Edgar Buchanan | Sam Yates |
| Glenda Farrell | Regina Bush |
| Charles Dingle | Andrew Holmes |
| Emma Dunn | Mrs. Shelley |
| Rex Ingram | Tilney |
| Leonid Kinskey | Jan Pulaski |
| Tom Tyler | Clyde Bracken |
| Don Beddoe | Police Chief |
| George Watts | Judge Grunstadt |
| Clyde Fillmore | Senator James Boyd |
| Frank M. Thomas | District Attorney Scott |
| Lloyd Bridges | Donald Forrester |
Leopold Dilg, who was wrongfully convicted of arson, manages to escape from prison. While on the lam, he finds the home of Nora Shelley, an old friend from school for whom he harbors a secret affection. Nora believes in Dilg's innocence and lets him pose as her landscaper; meanwhile, Professor Lightcap, a legal expert, has just begun renting a room in Nora's home. Lightcap, like Dilg, also has eyes for Nora, leading to a series of comic misadventures.
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