
Trixie is a female pilot looking to win a big race to advance her career. During one race, however, her plane becomes damaged, and she needs help to repair it. She meets a Navy pilot named "Tex" Price and tries to gain his aid. Tex soon meets another pilot, Gerry, a novice who seeks to win an important upcoming race. Tex, concerned for Gerry's safety, tries to convince her not to race. But Gerry, now a rival of Trixie's, is determined to fly.
Cast

Alice Faye
Trixie Lee

Constance Bennett
Gerry Lester

Nancy Kelly
Lois Allen

Joan Davis
Babe Dugan

Charles Farrell
Bud

Jane Wyman
Alabama

Kane Richmond
Lieutenant Dick 'Tex' Price

Wally Vernon
Chick

Joan Valerie
Sunny

Harry Davenport
T.P. Lester

Edward Norris
Speed Allen

J. Anthony Hughes
Al Moore

Mary Gordon
Mrs. Lee

Robert Allen
Charlie

Irving Bacon
Storekeeper (Uncredited)

Helen Brown
Gerry's Nurse (Uncredited)

William B. Davidson
Sales Manager (Uncredited)

Fern Emmett
Matilda, Gerry's Maid (Uncredited)

Jonathan Hale
Racing Official Starter (Uncredited)

Sam Hayes
Announcer (Uncredited)

Harold Miller
Officer at Bar in Cleveland Club (Uncredited)

Adrian Morris
Repo Man (Uncredited)

Renie Riano
Chick's Pilot Girlfriend (Uncredited)

Harry Rosenthal
Harrison, Cafe Manager (Uncredited)

Edwin Stanley
Doctor (Uncredited)

Emmett Vogan
Powder Puff Derby Starter (Uncredited)

Eddie Dunn
Eddie, Mechanic (Uncredited)

Robert Lowery
Sam, Mechanic (Uncredited)

Ralph Dunn
Mechanic (Uncredited)

Jack Pennick
Mechanic (Uncredited)
James Conaty
Nightclub Patron (Uncredited)

Larry Steers
Nightclub Patron (Uncredited)

Murray Alper
Albuquerque Mechanic (Uncredited)

Kit Guard
Kansas City Mechanic (Uncredited)

Eddie Marr
Kansas City Mechanic (Uncredited)

Milburn Stone
Kansas City Mechanic (Uncredited)
Alice Armand
Flyer (Uncredited)

Barbara Brewster
Flyer (Uncredited)

Gloria Brewster
Flyer (Uncredited)
Dorothy Dearing
Flyer (Uncredited)

Helen Ericson
Flyer (Uncredited)

June Gale
Flyer (Uncredited)
Betty Gillies
Flyer (Uncredited)

Mary Healy
Flyer (Uncredited)
Teddy Kenyon
Flyer (Uncredited)
Ruth Nichols
Flyer (Uncredited)

Lillian Porter
Flyer (Uncredited)
Margo Tanner
Flyer (Uncredited)
Crew

Roy Del Ruth
Director
Frank Wead
Writer

Allen McNeil
Editor
Karl Freund
Director of Photography
Booth McCracken
Assistant Director
Darryl F. Zanuck
Producer
Harry Joe Brown
Associate Producer
Gwen Wakeling
Costume Design
Eugene Grossman
Sound
Roger Heman Sr.
Sound
Louis Silvers
Music Director, Additional Music
Cyril J. Mockridge
Additional Music

Jule Styne
Vocal Coach
Thomas Little
Set Decoration
Audrey Scott
Stunt Double
Bernard Herzbrun
Art Direction
Rudolph Sternad
Art Direction
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