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| Robert Taylor | Erich Lohkamp |
| Margaret Sullavan | Patricia Hollmann |
| Franchot Tone | Otto Koster |
| Robert Young | Gottfried Lenz |
| Guy Kibbee | Alfons |
| Lionel Atwill | Breuer |
| Henry Hull | Dr. Becker |
| George Zucco | Dr. Plauten |
| Charley Grapewin | Local Doctor |
| Monty Woolley | Dr. Jaffe |
| Spencer Charters | Herr Schultz |
| Sarah Padden | Frau Schultz |
| Ferdinand Munier | Burgomaster |
| Morgan Wallace | Owner of Wrecked Car |
| Priscilla Lawson | Frau Brunner |
| Esther Muir | Frau Schmidt |
| Walter Bonn | Adjutant Requesting Demolition of Plane |
| Edward McWade | Ludwig |
| Henry Brandon | Valentin |
| George Chandler | First Comic with Singer |
| Marjorie Main | Old Woman by Phone |
| Mitchell Lewis | Boris |
| E. Alyn Warren | Bookstore Owner |
| Leonard Penn | Tony |
Returning home from World War I, three German soldiers start an auto repair service. A car they assemble from a scrap heap wins the admiration of wealthy Breuer after they beat him in an informal highway race. Breuer introduces them to his mistress, Patricia . Erich wins her heart, but all three men bond over their affection for her as Patricia's health falls apart, and Germany falls into economic and political chaos.
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