Character People
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Released July 26, 1940
Featuring Shemp Howard (Solo)
Featuring Shemp Howard (Solo)
RKO
64.2 min. (Feature Film)
64.2 min. (Feature Film)
Five millionaires arrive at the State Penetentiary: Dr. Bill Collins for drunk driving manslaughter, James Brent & Sidney Keats for stock fraud, and Bruce Vander & Harold Kellogg, two naive businessmen involved in one of Brent's and Keats' schemes. The five share a dormitory cell with three other convicts, among them the Professor (Shemp Howard) and Happy (Cliff 'Ukulele Ike' Edwards). Nick Burton (Lee Tracy), an apparently good-hearted man serving time for armed robbery, has a gift for gab and getting things done, which has earned the respect of the prison population. Dr. Collins is assigned as a medic in the prison hospital, and at Burton's urging, decides to continue his previous research in finding a vaccine for Malta fever. But Burton also takes on the role of confidence man, assisting Conway & Keats in a scheme to unload fake copper mine stock on fellow inmates. Do Burton's sympathies truly lie in helping his fellow convicts, or earning a fast buck?
Shemp Howard and Cliff Edwards round out the main cast, but most of the film's humor revolves around the fish-out-of-water attempts by Vander & Kellogg to fit into prison life. They simply cannot understand why filet mignon isn't on the mess hall menu.
Avg. Rating: 
[7.40/10]
[7.40/10]
Lee Tracy
Nick Burton
Truman Bradley
Dr. Bill Collins
Linda Hayes
Helen Hewitt
Thurston Hall
Harold Kellogg
Raymond Walburn
Bruce Vander
Shemp Howard
Professor
Cliff Edwards
Happy
Horace McMahon
Sylvester Ogden 'SOS' Schofield
Chester Clute
Sidney Keats
Morgan Conway
James Brent
Thomas E. Jackson
Warden Tom Hammond
Selmer Jackson
Dr. Harry Lindsay
Virginia Vale
May Thomas
Charles C. Wilson
R. J. Reynolds
Hal K. Dawson
Mike, reporter
John Dilson
Man at train station
Leo Cleary
Deputy on train
Dell Henderson
Dell, deputy on train
John Sheehan
Deputy on train
Frank O'Connor
Prison guard
Chester Tallman
Turnkey guard
Charlie Hall
Cockney convict
Herman Marks
Taunting convict
Charles Cross
Taunting convict
Sammy Stein
Guard in mess hall
Kenneth Harlan
Jerry Connell
Joe Devlin
Vince Connell
Elliott Sullivan
Tony Brody
Al Morino
Convict
Sam Lufkin
Convict
Harry Strang
Convict
Anthony Warde
Max, convict
George Magrill
Guard in yard
Bruce Mitchell
Conductor
Roger Laswell
Guard
Vinton Hayworth
Windy Windsor
Cy Schindell
Red Vernon
Grace Lenard
Marie Brody
Grady Sutton
Jock Vander
Carole Wayne
SOS' wife
Larry McGrath
Guard in visitors room
Donald Kerr
Prison library clerk
Baldwin Cooke
Mess hall trustee
Richard Cramer
Dick, guard with menu
Frank Mills
Dominick, prison chef
Donald McNamee
Reporter
Eddie Hart
Reporter
Brooks Benedict
Reporter
Unidentified MILLIONAIRES IN PRISON 1
Train station crowd
Unidentified MILLIONAIRES IN PRISON 2
Train passengers
Unidentified MILLIONAIRES IN PRISON 3
Heckling convicts
Unidentified MILLIONAIRES IN PRISON 4
Convicts in mess hall
Unidentified MILLIONAIRES IN PRISON 5
Convicts in yard
Unidentified MILLIONAIRES IN PRISON 6
Prison hospital
Raymond McCarey
Director
Lee S. Marcus
Executive Producer
Howard Benedict
Producer
Martin Mooney
Story
Lynn Root
Screenplay
Frank Fenton
Screenplay
Jerome Cady
Screenplay
Harry J. Wild
Director of Photography
Theron Warth
Film Editor
Van Nest Polglase
Art Director
Carroll Clark
Associate Art Director
Richard Van Hessen
Recording
Roy Webb
Musical Score
Buddy G. DeSylva
Music and Lyrics
Renie
Wardrobe
Harry Mancke
Assistant Director
Vernon L. Walker
Special Effects
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