Flying Tiger Fred Atwell sneaks away from his famous squadron's personal appearance tour and goes incognito for several days of leave. He quickly falls for photographer Joan Manion, pursuing her in the guise of a carefree drifter.

Fred Astaire
as Fred Atwell (Fred Burton)

Joan Leslie
as Joan Manion

Robert Benchley
as Philip 'Phil' Harriman

Robert Ryan
as Reginald Fenton

Elizabeth Patterson
as Mrs. Fisher

Marjorie Gateson
as Canteen Hostess

Freddie Slack
as Freddie Slack - Leader of His Orchestra

Bobby Barber
as Canteen Waiter (uncredited)

Eric Blore
as Jackson - Phil's Butler (uncredited)

Neil Hamilton
as Navy Officer on Train (uncredited)
CinemaSerf
Fred Astaire ("Fred") is an hot-shot flyer who takes some leave and encounters "Joan" (Joan Leslie) - a budding photographer. He falls for her big style, and is soon courting her under an assumed identity. What follows is quite a gentle little romance, with the two dancing around each other with the...