"A Florida-bound train is filled with romance and intrigue when one of the passengers disappears while carrying $11-million in unset jewels."
Jack Oakie
as Bangs Tucker
Sally Eilers
as Jerry Quinn
Kent Taylor
as Wally Nelson
Frances Drake
as Marina Stafford
J. Farrell MacDonald
as Harrigan
Sam Hearn
as Schlepperman (as Sam "Schlepperman" Hearn)
Jack Heller
as Singer (as Little Jackie Heller)
Claude Gillingwater
as Simeon Stafford
Sidney Blackmer
as Jack Macklyn
Matthew Betz
as Herman Weil
Dwight Frye
as Jenkins
Garry Owen
as Joe
Clyde Dilson
as Dominic
Mack Gray
as Louie
Stanley Andrews
as Armstrong
Jack Adair
as Window Cleaner (uncredited)
James Adamson
as Porter (uncredited)
Ricca Allen
as (uncredited)
Herbert Ashley
as Brakeman (uncredited)
Irene Bennett
as Train Passenger (uncredited)
Harry C. Bradley
as Conductor (uncredited)
Wheaton Chambers
Jill Dean
Billy Dooley
as Drunk
Ann Evers
Betty Farrington
as Prunella, at the Bar (uncredited)
Eddie Fetherston
as Groom (uncredited)
Sam Flint
as Doctor (uncredited)
Wilma Francis
Billy Griffith
as Mifflin (uncredited)
Oscar 'Dutch' Hendrian
as Wrestler (uncredited)
Will Herman
Robert Homans
as Police Captain (uncredited)
Esther Howard
as Flirtatious Dowager (uncredited)
Virginia Howell
as Nosey Woman (uncredited)
William Jeffrey
as Railroad Official (uncredited)
Willie Keeler
Jean Laverty
as Violet (uncredited)
Margaret Mann
as Old Lady (uncredited)
David Mitchell
as Telegraph Boy (uncredited)
Charles R. Moore
as George, the Porter (uncredited)
Bob Perry
as Manager (uncredited)
Dewey Robinson
as Skeets (uncredited)
Henry Roquemore
as Salesman (uncredited)
Francis Sayles
as Sergeant (uncredited)
Charles Sherlock
as Barman (uncredited)
Louise Small
as Bride (uncredited)
Oscar Smith
as Waiter (uncredited)
Ben Taggart
as Trainmaster (uncredited)
Tommy Tobin
as Child (uncredited)
Fred 'Snowflake' Toones
Freddy Welsh
as Pete (uncredited)
Norman Willis
as "Cockeyed" Nurse (uncredited)
Ralph Murphy
Director
Clarence Budington Kelland
Story
David Boehm
Screenplay
Marguerite Roberts
Laura Perelman
S.J. Perelman
Albert Lewis
Producer
John Leipold
Original Music Composer
Charles Bradshaw
Leo Tover
Director of Photography
James Smith
Editor
Mack Gordon
Songs
Harry Revel
Farciot Edouart
Visual Effects
Loyal Griggs
Hans Dreier
Art Direction
A. Earl Hedrick
Gene Merritt
Sound Recordist
Don Johnson
A. E. Freudeman
Interior Designer
Hal Walker
Assistant Director