| Marion Davies | ... | Gail Loveless | |
| Gary Cooper | ... | Capt. Jack Gailliard C.S.A. | |
| Jean Parker | ... | Eleanor Shackleford | |
| Katharine Alexander | ... | Pauline Cushman | |
| Ted Healy | ... | 'Doctor' Hitchcock | |
| Russell Hardie | ... | Lt. Gus Littledale | |
| Henry Wadsworth | ... | Capt. John Pelham | |
| Douglass Dumbrille | ... | Gen. Stuart (as Douglas Dumbrille) | |
| Willard Robertson | ... | Capt. Cornelius Channing C.S.A. | |
| Fuzzy Knight | ... | Pvt. Sweeney (Stuart's groom) | |
| Sidney Toler | ... | Maj. Allen aka Allen Pinkerton | |
| Robert McWade | ... | Col. Sharpe | |
| Marjorie Gateson | ... | Mrs. Shackleford | |
| Wade Boteler | ... | Officer Gaston C.S.A. | |
| Walter Long | ... | Operator 55 | |
| The Mills Brothers | ... | Vocal Quartette (as The Four Mills Brothers) | |
| rest of cast listed alphabetically: | |||
| Ernie Adams | ... | Orderly (uncredited) | |
| Larry Adler | ... | Specialty (uncredited) | |
| Ernie Alexander | ... | Confederate Sentry (uncredited) | |
| Sam Ash | ... | Lieutenant (uncredited) | |
| Zita Baca | ... | Minor Role (uncredited) | |
| Reginald Barlow | ... | Colonel Storm (uncredited) | |
| Margaret Bert | ... | Washington Townswoman (uncredited) | |
| Frank Burt | ... | Confederate Lieutenant (uncredited) | |
| Claudia Coleman | ... | Nurse (uncredited) | |
| Nell Craig | ... | Confederate Party Guest (uncredited) | |
| Belle Daube | ... | Mrs. Dandridge (uncredited) | |
| Donald Douglas | ... | Confederate Officer (uncredited) | |
| John Elliott | ... | Gen. Robert E. Lee (uncredited) | |
| Douglas Fowley | ... | Union Officer (uncredited) | |
| Arthur Grant | ... | Chaplain (uncredited) | |
| Billy Griffith | ... | Mac (uncredited) | |
| Sherry Hall | ... | Army Officer (uncredited) | |
| William Henry | ... | Young Lieutenant Kissing Blonde (uncredited) | |
| Hattie Hill | ... | Slave (uncredited) | |
| Samuel S. Hinds | ... | Union Officer Price (aide to Maj. Allen) (uncredited) | |
| Sterling Holloway | ... | Wounded Union Soldier (uncredited) | |
| Wallie Howe | ... | Clergyman (uncredited) | |
| Si Jenks | ... | White trash (uncredited) | |
| DeWitt Jennings | ... | Artilleryman (uncredited) | |
| Edgar Kennedy | ... | Confederate Officer Jealous of Artilleryman (uncredited) | |
| John Kirkley | ... | Slave (uncredited) | |
| Lia Lance | ... | Witch Woman, Operator 18 (uncredited) | |
| John Larkin | ... | Slave Fishing for Codfish (uncredited) | |
| Frank Leighton | ... | Union Major (uncredited) | |
| Charles Lloyd | ... | Union Private (uncredited) | |
| Wilfred Lucas | ... | Judge (uncredited) | |
| Mary MacLaren | ... | Confederate Party Guest (uncredited) | |
| James A. Marcus | ... | Staff Colonel (uncredited) | |
| Frank Marlowe | ... | Confederate Officer (uncredited) | |
| Hattie McDaniel | ... | Annie (a Cook) (uncredited) | |
| Sam McDaniel | ... | Rufus (uncredited) | |
| Francis McDonald | ... | Officer Denton (uncredited) | |
| Frank McGlynn Jr. | ... | Scout (uncredited) | |
| Donald Mills | ... | One of The Four Mills Brothers, a Medicine Show Singer (uncredited) | |
| Harry Mills | ... | One of The Four Mills Brothers, a Medicine Show Singer (uncredited) | |
| Herbert Mills | ... | One of The Four Mills Brothers, a Medicine Show Singer (uncredited) | |
| John Mills | ... | One of The Four Mills Brothers, a Medicine Show Singer (uncredited) | |
| James C. Morton | ... | Secret Service Man (uncredited) | |
| Wheeler Oakman | ... | Scout (uncredited) | |
| Franklin Parker | ... | John Hay (uncredited) | |
| Lee Phelps | ... | Confederate Soldier Getting Lucille As Witness (uncredited) | |
| Richard Powell | ... | Confederate Sentry (uncredited) | |
| Buddy Roosevelt | ... | Civilian (uncredited) | |
| James Sheridan | ... | Officer (uncredited) | |
| Robert R. Stephenson | ... | Guard (uncredited) | |
| Richard Tucker | ... | Execution Officer (uncredited) | |
| Martin Turner | ... | Hickman (uncredited) | |
| Dorothy Vernon | ... | Washington Townswoman (uncredited) | |
| E. Alyn Warren | ... | Gen. Ulysses S. Grant (as Fred Warren) (uncredited) | |
| Poppy Wilde | ... | Party Guest (uncredited) | |
| Clarence Wilson | ... | Josiah Claybourne (uncredited) | |
Directed by | |||
| Richard Boleslawski | (as Richard Boleslavsky) | ||
Writing credits | ||
| Robert W. Chambers | (stories Secret Service Operator 13) | |
| Harvey F. Thew | (screenplay) (as Harvey Thew) & | |
| Zelda Sears | (screenplay) and | |
| Eve Greene | (screenplay) | |
| Herman J. Mankiewicz | uncredited | |
Produced by | |||
| Lucien Hubbard | .... | producer | |
Original Music by | |||
| William Axt | (uncredited) | ||
Cinematography by | |||
| George J. Folsey | (as George Folsey) | ||
Film Editing by | |||
| Frank Sullivan | |||
Art Direction by | |||
| Cedric Gibbons | |||
Costume Design by | |||
| Adrian | (gowns) | ||
Second Unit Director or Assistant Director | |||
| Robert A. Golden | .... | assistant director (uncredited) | |
Art Department | |||
| A. Arnold Gillespie | .... | associate art director (as Arnold Gillespie) | |
| Edwin B. Willis | .... | associate art director | |
Sound Department | |||
| Douglas Shearer | .... | recording director | |
| Standish J. Lambert | .... | sound (uncredited) | |
Stunts | |||
| Buddy Roosevelt | .... | riding double: Marion Davies | |
| Audrey Scott | .... | riding double: Marion Davies (uncredited) | |
Editorial Department | |||
| W. Donn Hayes | .... | supervising editor: musical sequences (uncredited) | |
Music Department | |||
| William Axt | .... | musical synchronization (as Dr. William Axt) | |
| Wayne Allen | .... | orchestrator (uncredited) | |
| Maurice De Packh | .... | orchestrator (uncredited) | |
| Paul Marquardt | .... | orchestrator (uncredited) | |
| Charles Maxwell | .... | orchestrator (uncredited) | |
| Donald Mills | .... | musician (uncredited) | |
| Harry Mills | .... | musician (uncredited) | |
| John Mills | .... | musician (uncredited) | |
| Jack Virgil | .... | orchestrator (uncredited) | |
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| Gone with the Wind | Major Dundee | Court-Martial | Rio Lobo | The General |
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| Full cast and crew | Company credits | External reviews |
| IMDb Drama section | IMDb USA section |
Marion Davies plays an actress recruited by the Union Army during the Civil War to be a spy. Gary Cooper plays an officer in the Confederate Army who is a spy in the north. Through a series of events they meet, but he doesn't quite know if she is a spy or not.
Davies' initial disguise is as a Black maid (she has fun with the accent and looks great in the black wig), but when her "mistress" (another actress from the north working as a spy) is discovered, she bails the South only to return as a famous northern sympathizer of the Confederate cause. Back in the South, she again meets Cooper.
Implausible story is made interesting by solid performances by the leads and some good cinematography (Oscar nominated). The battle scene montages are OK, but the ending seems choppy and hurried. Still, Davies looks great.
Big supporting cast includes Katherine Alexander (as a spy), Jean Parker and Henry Wadsworth (as young lovers), Sidney Toler, Douglas Dumbrille, Marjorie Gateson, Sterling Holloway, Clarence Wilson, Ted Healy, Robert McWade, and silent film villain Walter Long (as Operator 55).
Davies sings "Once in a Lifetime" and "The Colonel, Major and the Captain." The terrific Mills Brothers show up in a minstrel show and sing a few songs and are especially good with "Sleepy Head" and "Jungle Fever." There's a stunning scene where Davies is sitting on a staircase and crying; the long scene is shot from below looking up at her face. Another nice scene is with Davies on a huge swing, being pushed by Cooper.
After this film, Davies left MGM and moved to Warners, where she made four more films before retiring.