<P> Once in Miami, Joe woos Sugar by assuming a second disguise as a millionaire named Junior, the heir to Shell Oil, while feigning disinterest in Sugar . An actual millionaire, the much - married aging mama's boy Osgood Fielding III, (Joe E. Brown) tries repeatedly to pick up Daphne, who rebuffs him . Osgood invites Daphne for a champagne supper on his yacht . Joe convinces Daphne to keep Osgood occupied onshore so that Junior can take Sugar to Osgood's yacht, passing it off as his . Once on the yacht, Junior explains to Sugar that, due to psychological trauma, he is impotent and frigid, but that he would marry anyone who could change that . Sugar tries to arouse some sexual response in Junior, and begins to succeed . Meanwhile, Daphne and Osgood dance the tango ("La Cumparsita") till dawn . When Joe and Jerry get back to the hotel, Jerry explains that Osgood has proposed marriage to Daphne and that he, as Daphne, has accepted, anticipating an instant divorce and huge cash settlement when his ruse is revealed . Joe convinces Jerry that he cannot actually marry Osgood . </P> <P> The hotel hosts a conference for "Friends of Italian Opera", which is in fact a front for a major meeting of various branches of La Cosa Nostra . Spats and his gang from Chicago recognize Joe and Jerry as the witnesses to the Valentine's Day murders . Joe and Jerry, fearing for their lives, realize they must quit the band and leave the hotel . Joe breaks Sugar's heart by telling her that he, Junior, has to marry a woman of his father's choosing and move to Venezuela . After several chases, Joe and Jerry witness additional mob killings, this time of Spats and his boys . Joe, dressed as Josephine, sees Sugar onstage singing that she will never love again . He kisses her before he leaves, and Sugar realizes that Joe is both Josephine and Junior . </P> <P> Sugar runs from the stage at the end of her performance and manages to jump into the launch from Osgood's yacht New Caledonia just as it is leaving the dock with Joe, Jerry, and Osgood . Joe tells Sugar that he is not good enough for her, that she would be getting the "fuzzy end of the lollipop" yet again, but Sugar wants him anyway . Jerry, for his part, comes up with a list of reasons why he and Osgood cannot get married, ranging from a smoking habit to infertility . Osgood dismisses them all; he loves Daphne and is determined to go through with the marriage . Exasperated, Jerry removes his wig and shouts, "I'm a man!" Osgood simply responds, "Well, nobody's perfect ." </P> <Ul> <Li> Marilyn Monroe as Sugar "Kane" Kowalczyk, a ukulele player and singer </Li> <Li> Tony Curtis as Joe / "Josephine" / "Shell Oil Junior", a saxophone player </Li> <Li> Jack Lemmon as Jerry (Gerald) / "Daphne", a double bass player </Li> <Li> George Raft as "Spats" Colombo, a mobster from Chicago </Li> <Li> Pat O'Brien as Detective Mulligan </Li> <Li> Joe E. Brown as Osgood Fielding III </Li> <Li> Nehemiah Persoff as "Little Bonaparte," a mobster </Li> <Li> Joan Shawlee as Sweet Sue, the bandleader of "Sweet Sue and Her Society Syncopators" </Li> <Li> Dave Barry as Mister Beinstock, the band manager for "Sweet Sue and Her Society Syncopators" </Li> <Li> Billy Gray as Sig Poliakoff, Joe and Jerry's agent in Chicago </Li> <Li> Barbara Drew as Nellie Weinmeyer, Poliakoff's secretary </Li> <Li> George E. Stone as "Toothpick" Charlie, a gangster who is killed by "Spats" Colombo </Li> <Li> Mike Mazurki as Spats's henchman </Li> <Li> Harry Wilson as Spats's henchman </Li> <Li> Edward G. Robinson Jr. as Johnny Paradise, a gangster who kills "Spats" Colombo </Li> <Li> Beverly Wills as Dolores, a trombone player, and Sugar's apartment friend </Li> <Li> Al Breneman as the fresh bellboy (uncredited) </Li> <Li> Tito Vuolo as Mr. Mozzarella, funeral director (uncredited) </Li> <Li> Tom Kennedy as Mozzarella's bouncer (uncredited) </Li> <Li> Grace Lee Whitney as Rosella (uncredited) </Li> </Ul>

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