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| Kay Kyser | Kay |
| Peter Lorre | Professor Karl Fenninger |
| Boris Karloff | Judge Spencer Mainwaring |
| Bela Lugosi | Prince Saliano |
| Helen Parrish | Janis Bellacrest |
| Alma Kruger | Aunt Margo Bellacrest |
Janis Bellacrest books Kay Kyser and his big band to play at her 21st birthday party. Between performances, Kyser has a series of disturbing interactions with Bellacrest's bizarre guests, including quirky Aunt Margo, pretentious professor Fenniger, creepy Prince Soliano and irritable Judge Mainwaring . When a powerful storm blows in, Kyser and Bellacrest begin to suspect something treacherous is afoot.
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