Low on funds, working-class girl Susan Applegate disguises herself as a youngster in order to pay half fare home. But little 'Sue Sue' finds herself in a whole heap of grownup trouble when she hides out in a compartment with handsome Major Philip Kirby.

Ginger Rogers
as Susan Applegate

Ray Milland
as Major Kirby

Rita Johnson
as Pamela Hill

Robert Benchley
as Mr. Osborne

Diana Lynn
as Lucy Hill

Edward Fielding
as Colonel Hill

Frankie Thomas
as Cadet Osborne

Raymond Roe
as Cadet Wigton

Charles Smith
as Cadet Korner

Larry Nunn
as Cadet Babcock