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 Astaireas Fred Atwell (Fred Burton)
Joan Leslieas Joan Manion
Robert Benchleyas Philip 'Phil' Harriman
Robert Ryanas Reginald Fenton
Elizabeth Pattersonas Mrs. Fisher
Marjorie Gatesonas Canteen Hostess
Freddie Slackas Freddie Slack - Leader of His Orchestra
Bobby Barberas Canteen Waiter (uncredited)
Eric Bloreas Jackson - Phil's Butler (uncredited)
Neil Hamiltonas Navy Officer on Train (uncredited)