This delicate shipboard romance was a popular favorite in its time and it's not hard to see why. Robert Lord grabbed a well-earned Oscar for his original story, a fanciful but ingenious doomed lovers yarn that must have offered solace to Depression-era audiences whose miseries could only pale next to those of hard-luck leads William Powell and Kay Francis.<br /><br />The elegant pair fall in love on a Frisco-bound ocean liner, each harboring a terrible secret that curtails their future happiness -- he's a convicted murderer returning to the gallows, she has a heart ailment and is living on borrowed time. Never mind why a dying woman is aboard a cruise ship instead of being ensconced in a terminal ward. Or why the authorities would send thick-witted Warren Hymer of all cops to bring in Powell.<br /><br />This is irresistible hoke, and the director Tay Garnet invests it with wonderfully eccentric touches (like the burly lesbian among the trio of portly harmonizers in a Hong Kong bar) and innovative dream-like imagery (i.e., the startling camera zoom when Powell spots Francis at the ship's railing). He also manages the near-impossible feat of keeping Francis, the lisping clotheshorse, to a minimum of cloying eye-rolls, with no small help from Powell's wry and charmingly self-effacing performance.<br /><br />The heavy sentiment is deftly balanced by the sparkling deadpan humor of Aline MacMahon as the Russian Countess Barrelhaus (in actuality the Brooklyn con-artist, Barrel House Betty), who conspires with perpetual drunk Frank McHugh (his grating presence is the film's sole detriment) to assist the lovers.<br /><br />The coda, set in a Mexican bar on New Year's Eve, is unforgettable.