A trio of American crooks board a ship bound for Europe, intending to get rid of $100,000 in stolen dough. With detective John Wade breathing down their necks, the crooks stash the loot in the trunk belonging to vacationing schoolmarm Mary Smith.

Sally Eilers
as Mary Smith

James Dunn
as John Wade

Mischa Auer
as Enrico Mussetti

Thurston Hall
as Frank Rutherford

David Niven
as Joe Gilling

Warren Hymer
as Smacksey

Marjorie Gateson
as Mrs. Rutherford

Grady Sutton
as Clem Porter

Joyce Compton
as Carrie

Alyce Ardell
as Stewardess