Jack Oakie credited as playing...
Spud Miller
- Countess Ysobel de Naigila: [gesturing to Spud] When you sing to me, my heart goes "Peep!"
- [She gestures to Smiley]
- Countess Ysobel de Naigila: When you talk to me, my I float away in clouds. Now you understand?
- Spud Miller, Smiley: No.