A crop of millionaire inmates struggle to get accustomed to prison life, while inmate Nick Burton watches out for everyone's interests on the inside.
Lee Tracy
as Nick Burton
Linda Hayes
as Helen Hewitt
Raymond Walburn
as Bruce Vander
Morgan Conway
as James Brent
Truman Bradley
as Dr. William 'Bill' Collins
Virginia Vale
as May Thomas
Cliff Edwards
as Happy
Paul Guilfoyle
as Ox
Thurston Hall
as Harold Kellogg
Chester Clute
as Sidney Keats
Shemp Howard
as Professor
Horace McMahon
as Sylvester Odgen 'SOS' Schofield (as Horace MacMahon)
