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Deanna Durbin as Pamela Drake |
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Kay Francis as Georgia Drake |
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Walter Pidgeon as John Arlen |
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Eugene Pallette as Gov. Allen |
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Henry Stephenson as Capt. Andrew |
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Cecilia Loftus as Sara Frankenstein |
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Samuel S. Hinds as Sidney Simpson |
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Lewis Howard as Fred 'Freddie' Miller |
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S.Z. Sakall as Carl Ober |
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Fritz Feld as Oscar, the Headwaiter |
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Virginia Brissac as Miss Holden |
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Romaine Callender as Evans |
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Joe King as First Mate Kelly |
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Mary Kelley as Governor's Wife |
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Eddie Polo as Quarter Master |
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Harry Owens as Royal Hawaiians Orchestra Leader |
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Charles Lane as Mr. Horner (uncredited) |
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Eddie Acuff as Ship's Steward (uncredited) |
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Mark Anthony as Officer (uncredited) |
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John Arledge as Newcomer on Ship (uncredited) |
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Leon Belasco as Captain of Waiters (uncredited) |
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John Daheim as Sleepy-Eyed Man (uncredited) |
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Linda Deane as Young Girl (uncredited) |
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Anna Demetrio as Gertie - the Cook (uncredited) |
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Virginia Engels as Young Girl (uncredited) |
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Jennifer Gray as Cable Office Girl (uncredited) |
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Anne Gwynne as Society Girl (uncredited) |
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Kenner G. Kemp as Party Extra (uncredited) |
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Eddie Lee as Rookie - Captain Andrew's Servant (uncredited) |
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Fay McKenzie as Young Girl (uncredited) |
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Louis Natheaux as Party Guest at Buffet Table (uncredited) |
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David Oliver as Officer (uncredited) |
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Randy Oness as Singer in Harry Owens and His Royal Hawaiians (uncredited) |
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William Ruhl as Ship's Officer (uncredited) |
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Phyllis Ruth as Young Girl (uncredited) |
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Mary Shannon as Wardrobe Mistress (uncredited) |
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Landers Stevens as Business Executive in Arlen's Office (uncredited) |
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Suzanne Ridgway as Party Extra (uncredited) |
| Writing | Frederick Kohner | Story |
| Writing | Norman Krasna | Screenplay |
| Directing | William A. Seiter | Director |
| Writing | Ralph Block | Story |
| Sound | Bernard B. Brown | Sound Supervisor |
| Art | Martin Obzina | Assistant Art Director |
| Sound | Charles Previn | Music Director |
| Sound | Joe Lapis | Sound Technical Supervisor |
| Sound | Frank Skinner | Songs |
| Sound | Pinky Tomlin | Songs |
| Writing | Harry Tobias | Lyricist |
| Sound | Eddie Cherkose | Songs |
| Sound | Leon Belasco | Songs |
| Sound | Jacques Press | Songs |
| Writing | Ralph Freed | Lyricist |
| Costume & Make-Up | Vera West | Costume Design |
| Camera | Joseph A. Valentine | Director of Photography |
| Directing | Vernon Keays | Assistant Director |
| Editing | Bernard W. Burton | Editor |
| Art | Jack Otterson | Art Direction |
| Directing | Frank Shaw | Assistant Director |
| Production | Joe Pasternak | Producer |
| Art | Russell A. Gausman | Set Decoration |
| Writing | Jane Hall | Story |
| Camera | Roswell A. Hoffmann | Assistant Camera |
