Harvard senior Sam Thatcher and his best friend and roommate, known as "The Lippencott", plan to go to Russia after graduation, a decision Sam has kept from his girlfriend, Alexandra Benson.

Maureen O'Sullivan
as Alexandra Benson

Lew Ayres
as Sam Thatcher

Ruth Hussey
as Kate McKim

Burgess Meredith
as The Lippencott

Ann Morriss
as Frances

Joyce Compton
as Sally

Julie Bishop
as Mady Platt

Frank Albertson
as Hat

Truman Bradley
as Walter Beckett

Marjorie Gateson
as Miss Ritchie