Actor Lester Blaine has all but landed the lead in Myra Hudson's new play when Myra vetoes him because, to her, he doesn't look like a romantic leading man. On a train from New York to San Francisco, Blaine sets out to prove Myra wrong...by romancing her. Is he sincere, or does he have a dark ulterior motive?
| Actor | Role |
|---|---|
 Joan CrawfordMyra Hudson Blaine | Myra Hudson Blaine |
 Jack PalanceLester Blaine | Lester Blaine |
 Gloria GrahameIrene Neves | Irene Neves |
 Bruce BennettSteve Kearney | Steve Kearney |
 Virginia HustonAnn Taylor | Ann Taylor |
 Mike ConnorsJunior Kearney | Junior Kearney |
 Bess FlowersParty Guest (uncredited) | Party Guest (uncredited) |
 Harold MillerReception Guest (uncredited) | Reception Guest (uncredited) |
| BBert StevensOpera Patron (uncredited) | Opera Patron (uncredited) |