Directed by A. Edward Sutherland Screenplay by Francis Martin Jack Cunningham Based on Magnolia by Booth Tarkington Produced by Arthur Hornblow Jr. Bing Crosby as Tom Grayson W.C. Fields as Commodore Jackson Joan Bennett as Lucy Rumford Queenie Smith as Alabam' Gail Patrick as Elvira Rumford Claude Gillingwater Sr. as General Rumford John Miljan as Major Patterson Edward Pawley as Joe Patterson Fred Kohler as Captain Blackie Five Cabin Kids as the "Inky Kids" John Larkin as Rumbo Libby Taylor as Lavinia Teresa Maxwell-Conover as Miss Markham Paul Hurst as Hefty Jan Duggan as Thrilled Passenger in Pilot House (uncredited) Ann Sheridan as Schoolgirl (uncredited) Harry Myers as Stage Manager (uncredited) King Baggot as First gambler Mahlon Hamilton as Second gambler Clarence Geldart as Hotel manager Stanley Andrews as Gambler with Four Aces Matthew Betz as Man at Bar James Burke as Skeptical Passenger in Pilot House Helene Chadwick as Attendee at Opening Charles King as Desk Clerk Jean Rouverol as Lucy's Schoolgirl Friend