"Miss Winters is a dancer with the Tommy Dorsey Orchestra and is asked to secretly transport a prototype magnetic mine to Puerto Rico. She thinks that she is working for the US Government, but fails to see why she would be involved."
Eleanor Powell
as Tallulah Winters
Red Skelton
as Merton K. Kibble
Bert Lahr
as Skip Owens
Virginia O'Brien
as Fran Evans
William Post Jr.
as H. U. Bennet
Stuart Crawford
as Art Higgins
John Emery
as Dr. Farno
Bernard Nedell
as Pietro Polesi
Tommy Dorsey
as Tommy Dorsey
Buddy Rich
as Drummer
Frank Sinatra
as Singer in Tommy Dorsey Orchestra
James Cross
as Stump
Eddie Hartman
as Stumpy
Philip Ahn
as Koro Sumo
Barbara Bedford
as Mrs. Loring
Gladys Blake
as Merton's Secretary
Hillary Brooke
as Hillary
Ziggy Elman
as Ziggy Elman
John Raitt
as Sailor
Grandon Rhodes
as Lt. Cmdr. Thurston
William Tannen
as Agent Flammer
Bess Flowers
as Nightclub Patron
Russell Hicks
as Capt. C.V. O'Brien
Connie Russell
as Chorus Girl
Edward Buzzell
Director
Harry Clork
Screenplay
Jack D. Moore
Set Decoration
Jack Cummings
Producer
Edwin B. Willis
Leonard Smith
Director of Photography
Cedric Gibbons
Art Direction
George Bassman
Original Music Composer
Blanche Sewell
Editor
George Stoll
Robert H. Planck
Robert Kalloch
Costume Design
Burton Lane
Songs
E.Y. Harburg
Lyricist
Ralph Freed