Flying Tiger Fred Atwell sneaks away from his famous squadron's personal appearance tour and goes incognito for several days of leave. He quickly falls for photographer Joan Manion, pursuing her in the guise of a carefree drifter.
Fred Astaire
as Fred Atwell (Fred Burton)
Joan Leslie
as Joan Manion
Robert Benchley
as Philip 'Phil' Harriman
Robert Ryan
as Reginald Fenton
Elizabeth Patterson
as Mrs. Fisher
Marjorie Gateson
as Canteen Hostess
Freddie Slack
as Freddie Slack - Leader of His Orchestra
Bobby Barber
as Canteen Waiter (uncredited)
Eric Blore
as Jackson - Phil's Butler (uncredited)
Neil Hamilton
as Navy Officer on Train (uncredited)
Olin Howland
as Driver (uncredited)
Paul Hurst
as Dock Foreman (uncredited)
