"A down-on-her-luck showgirl sets her eyes on the cash prize that comes with winning the title "Miss Pacific Fleet"."
Joan Blondell
as Gloria Fay
Glenda Farrell
as Mae O'Brien
Hugh Herbert
as Mr. J. August Freytag
Allen Jenkins
as Bernard 'Kewpie' Wiggins
Warren Hull
as Sergeant Tom Foster
Eddie Acuff
as Clarence 'Dutch'
Marie Wilson
as Virginia 'Vergie' Matthews
Minna Gombell
as Sadie Freytag
Guinn 'Big Boy' Williams
as Nicholas 'Nick', Annie's Boyfriend
Gino Corrado
as Headwaiter - Snuggle-Up Inn (uncredited)
Mary Doran
as Miss LeMay - Freytag's Secretary (uncredited)
Mary Treen
as Violet Johnson - Butch's Girl (uncredited)
Ray Enright
Director
Peter Milne
Screenplay
Frederick Hazlitt Brennan
Story
Lucille Newmark
Pat C. Flick
Hal B. Wallis
Executive Producer
Arthur L. Todd
Director of Photography
Clarence Kolster
Editor
Esdras Hartley
Art Direction
Orry-Kelly
Costume Design
Lee Katz
Assistant Director
Leo F. Forbstein
Music Director
Paul Marquardt
Music
Jack L. Warner