|John Barrymore||Oscar 'O.J.' Jaffe|
|Carole Lombard||Lily Garland, aka Mildred Plotka|
|Walter Connolly||Oliver Webb|
|Roscoe Karns||Owen O'Malley|
|Etienne Girardot||Mathew J. Clark|
|Ralph Forbes||George Smith|
|Edgar Kennedy||Oscar McGonigle|
When down-on-his-luck Broadway impresario Oscar Jaffe meets his discovery and former flame, Lily Garland, on the glamorous 20th Century Limited train between Chicago and New York, he uses every scheme at his disposal to win the movie star back both professionally and romantically. However, Lily, along with her new beau, George, and Jaffe's rival producer, Max Jacobs, who hired Lily to star in his latest play, have other plans.