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 Newly commissioned, the U.S.S. Carolina does among the most important work of the Navy well as seen by its many commendations. But arguably the most important work to date will be the installation of a new firing control system manufactured by World Electric, the system which is supposed to revolutionize naval warfare. The project has been fraught with problems where its installation was already delayed due to it being stolen, but discovered to be smuggled into Mexico. The several day installation while they are docked on the Pacific coast will be overseen by Lt. Tom Randolph. The initiation of that installation coincides with visitors day where not only dignitaries, both foreign and domestic, are on board, including officials from World Electric, as well as the general public. The latter includes Randolphs girlfriend, Betty Lansing, who came aboard specifically to have it out with him for standing her up, not understanding that his shore leave was at the last minute canceled to work the project. With the general movements aboard the cruiser, one of the people associated with project is murdered. As such, Lt. Cmdr. David Tucker has no other option but detain everyone on board until the murder is solved and the murderer captured, the investigation led by Capt. John Winslow while Randolph and his team continue with the installation. The general thought is that the murderer is trying to sabotage the installation placing Randolph and his team in particular at risk. Complicating matters is the general intrigue going on just below the surface with many on board, that intrigue which may incorrectly implicate those people in the murder.
		 Robert Taylor 
 Lt. Tom Randolph
		 Jean Parker 
 Betty Lansing
		 Ted Healy 
 Mac O'Neill
		 Una Merkel 
 Toots Timmons
		 Nat Pendleton 
 Spud Burke
		 Jean Hersholt 
 Victor Hanson
		 Arthur Byron 
 Capt. John Winslow
		 Frank Shields 
 Lt. Arnold
		 Donald Cook 
 Lt. Cmdr. David Tucker
		 Mischa Auer 
 Kamchukan Consul
		 Julie Bescos 
 Crewman
		 Ward Bond 
 Heavy Johnson
		 James P. Burtis 
 Winch Control Operator
		 Bernard Carr 
 Officer
		 Phyllis Crane 
 Woman Trying to Leave Ship
		 Mary Doran 
 Jenny Lane
		 Tom Dugan 
 Greasy
		 Charles Dunbar 
 Crewman
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