Starting with a cruel joke – a couple of callow men make a bet that one of them can seduce the woman sharing their train compartment – the film charts the relationship that develops between a small-town girl in the big city, and the brother of the man who has heartlessly seduced and abandoned her.

Irene Dunne
as Nancy Andrews

Robert Montgomery
as Tommy Duncan

Preston Foster
as Steve Duncan

Eugene Pallette
as Elmer

Esther Dale
as Aunt Mathilda

Walter Catlett
as Billy Ross

Samuel S. Hinds
as Uncle

Dick Foran
as Frank

June Clyde
as Clarisse

Richard Davies
as Richard