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Irene Dunne as Paula 'Polly' Wharton |
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Alexander Knox as Max W. Wharton |
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Charles Coburn as Robert Drexel Gow |
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Jeff Donnell as Jan Lupton |
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Loren Tindall as Lt. Roy Lupton |
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Lee Patrick as Mrs. Foley |
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Phil Brown as Frank MacDougal |
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Cora Witherspoon as Mrs. Gates |
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Charles Evans as Colonel Foley |
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Abigail Adams as Officer Candidate's Wife (uncredited) |
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Francine Ames as Officer Candidate's Wife (uncredited) |
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Brooks Benedict as Man in Gow's Outer Office (uncredited) |
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Gladys Blake as Girl (uncredited) |
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David Bond as Secretary (uncredited) |
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Lillian Bronson as Elsie - Paula's Secretary (uncredited) |
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George Bruggeman as Lieutenant (uncredited) |
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George M. Carleton as Hinkle (uncredited) |
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Franklyn Farnum as Graduation Ceremony Spectator (uncredited) |
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James Flavin as Captain (uncredited) |
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Bess Flowers as Woman in Gow's Outer Office (uncredited) |
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Jo Gilbert as Officer Candidate's Wife (uncredited) |
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Chuck Hamilton as Lieutenant (uncredited) |
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Douglas Henderson as Officer Candidate (uncredited) |
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William Hudson as Officer Candidate (uncredited) |
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Patricia Jackson as Officer Candidate's Wife (uncredited) |
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John James as Paulsen - Officer Candidate (uncredited) |
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Marilyn Johnson as Officer Candidate's Wife (uncredited) |
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Robert Emmett Keane as Ed Kennedy (uncredited) |
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Billy Lechner as Little Boy (uncredited) |
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Anne Loos as Mrs. Dumbrowski (uncredited) |
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Charles Marsh as Howell (uncredited) |
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Carole Mathews as Officer Candidate's Wife (uncredited) |
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Bob Meredith as Officer Candidate (uncredited) |
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Forbes Murray as Meredith (uncredited) |
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Michael Owen as Officer Candidate (uncredited) |
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Nanette Parks as Mrs. Clark (uncredited) |
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George Peters as Officer Candidate (uncredited) |
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Wallace Pindell as Publicity Man (uncredited) |
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Adele Roberts as Mrs. Collins (uncredited) |
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Cosmo Sardo as Gow's Barber / Masseur (uncredited) |
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Charles Schaeffer as Athletic Instructor (uncredited) |
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Jean Stevens as Mrs. Greenberg (uncredited) |
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Dan Stowell as Male Secretary (uncredited) |
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LeRoy Taylor as Lieutenant (uncredited) |
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Pierre Watkin as Joel I. Nixon (uncredited) |
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Robert B. Williams as Taxi Driver (uncredited) |
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Carole Mathews as |
| Sound | Howard Fogetti | Sound |
| Directing | Charles Vidor | Director |
| Art | Louis Diage | Set Decoration |
| Production | Max Gordon | Other |
| Camera | Rudolph Maté | Director of Photography |
| Art | Stephen Goosson | Art Direction |
| Directing | Ray Nazarro | Other |
| Writing | Ruth Gordon | Theatre Play |
| Editing | Otto Meyer | Editor |
| Costume & Make-Up | Jean Louis | Costume Design |
| Camera | Ray Cory | Other |
| Writing | Sidney Buchman | Screenplay |
| Production | Sidney Buchman | Producer |
| Art | Rudolph Sternad | Art Direction |
| Writing | Marlin Skiles | Musical |
| Sound | Morris Stoloff | Music Director |
