On an ocean liner bound for San Francisco, Dan (Powell) and Joan (Francis) fall in love and try to spend every moment together. But they don’t share with each other the most important details of their lives: Dan is headed to prison on a murder charge, and Joan is terminally ill. With some help from on-board con artists “the Countess” (MacMahon) and pickpocket Skippy (McHugh), they enjoy an idyllic layover in Hawaii. But what awaits them as they near their final destination?

Before Powell made movie history with Myrna Loy, he co-starred with dark beauty Francis in several films; this was their last pairing. The doomed romance is offset by some fun comic relief from McHugh and especially MacMahon, who steals every scene she’s in as a New York scammer impersonating a European aristocrat. Director Garnett (“The Postman Always Rings Twice”) juggles the differing tones and storylines skillfully and avoids maudlin schmaltz. Powell is effortlessly debonair (as you’d expect), and Francis playfully sexual in her glamorous pre-Code outfits. Lean and affecting, this won an Oscar for its Original Screenplay. Stow away for this “Passage.”