A 20-year-old stage actress takes on her most challenging role when she pretends to be her own mother's 12-year-old daughter.

Diana Barrymore
as Caroline 'Carrie' Bishop

Robert Cummings
as Jimmy Blake

Kay Francis
as Christine 'Chris' Bishop

John Boles
as Steven J. Forbes

Andy Devine
as Mike Kilinsky

Ethel Griffies
as Gallagher

Walter Catlett
as Desk Sergeant

Guinn 'Big Boy' Williams
as Father of the Boys

Scotty Beckett
as Little Prince Leopold

Andrew Tombes
as Doctor