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|Lucille Ball||Ricki Woodner|
|John Hodiak||Ace Connors|
|Lloyd Nolan||Bob Simms|
|Hugo Haas||Rodriquez, Dept. of Agriculture|
|Lenore Ulric||Maria Ynez, Inn of the 4 Winds|
|Elisha Cook Jr.||Fly Feletti|
|Lloyd Corrigan||Dwight Chadwick|
|Vladimir Sokoloff||Monsieur Jacques Dufour|
Ace Connors is a con man. He's got phony stock certificates hidden in a cookbook. When he tries to sell a bogus oil investment to Dwight Chadwick at a Beverly Hills hotel, Dwight's attractive friend, Ricki Woodner, intervenes with a scam of her own.Ace is about to go to prison on another rap. He cuts a deal to reduce his sentence by testifying. This doesn't please his former partner in crime, Fly Feletti.A cop, Bob Simms, is assigned to accompany Ace on the train from Los Angeles to New York. The passengers include Ricki, who is falling for Ace and wants to help, and Fly, who wants Ace not to get to New York.Along the way, Ace and Ricki manage to get off the train in New Orleans to enjoy Mardi Gras together. He gives her the certificates for safekeeping. Fly makes his move, but Simms is able to beat him to the draw. Ace fears that con artist Ricki has taken it on the lam with his dough, but she turns up in the end, ready to wait for Ace till he's out of Sing Sing.