Paulette Goddard as Kitty

Ray Milland as Sir Hugh Marcy

Patric Knowles as Brett Harwood Earl of Carstairs

Reginald Owen as Duke of Malmunster

Cecil Kellaway as Thomas Gainsborough

Constance Collier as Lady Susan Dowitt

Dennis Hoey as Jonathan Selby

Sara Allgood as Old Meg

Eric Blore as Dobson

Gordon Richards as Sir Joshua Reynolds

Michael Dyne as Prince of Wales

Edgar Norton as Earl of Campton

Patricia Cameron as Elaine Carlisle

Percival Vivian as Dr. Holt

Mary Gordon as Nanny

Anita Sharp-Bolster as Mullens

Heather Wilde as Lil

Charles Coleman as Majordomo

Mae Clarke as Molly

Phyllis Adair as Young Girl (uncredited)

Norman Ainsley as Baker Hawker (uncredited)

Sylvia Andrew as Flower Hawker (uncredited)

Gordon Arnold as Duke's Footman (uncredited)

Jimmy Aubrey as Cockney Cart Driver (uncredited)

Sybil Bacon as Magic Lantern Woman (uncredited)

Frank Baker as Assistant Faro Banker (uncredited)

Phyllis Barry as Guest (uncredited)

Guy Bellis as Faro Banker (uncredited)

Wilson Benge as Bellow and Bucker Mender (uncredited)

Florence Benson as Broom Hawker (uncredited)

Frank Benson as Vinegar Hawker (uncredited)

Dodo Bernard as Taffy Tarts Peddler (uncredited)

Matthew Boulton as Solicitor (uncredited)

George Broughton as Spoon and Larding Pin Hawker (uncredited)

David Cavendish as Head Faro Banker (uncredited)

Sanders Clark as Guest (uncredited)

Ann Codee as Madame Aurelie (uncredited)

Sherlee Collier as English Child (uncredited)

Edward Cooper as Sir Herbert Harbord (uncredited)

Robert Cory as Lantern Merchant / Hazard Banker / Watchman (uncredited)

Alec Craig as McNab (uncredited)

Anne Curson as Duchess of Gloucester (uncredited)

Lew Davis as Fish Hawker (uncredited)

Harold de Becker Jr. as English Child (uncredited)

John Deauville as Earl of Barrymore (uncredited)

Cyril Delevanti as All Hot Hawker (uncredited)

Leslie Denison as Mr. Sheridan (uncredited)

Donald Dewar as English Child (uncredited)

Billy Evans as Rabbit Skin Hawker (uncredited)

Herbert Evans as Footman (uncredited)

Pamela Ewing as Flower Girl (uncredited)

Betty Fairfax as Fish Hawker (uncredited)

Al Ferguson as Footman (uncredited)

Fred Fox as Rat-Killer Hawker (uncredited)

Gibson Gowland as Prison Guard (uncredited)

Helena Grant as Selby Housekeeper (uncredited)

Marie Grosscup as Specialty Dancer (uncredited)

Frank Hagney as Stevedore (uncredited)

Bobby Hale as Hawker with Donkey (uncredited)

Stuart Hall as Guest (uncredited)

Ethyl May Halls as Cockney Woman (uncredited)

Delphine Harding as English Child (uncredited)

Ivo Henderson as Guest (uncredited)

Ernest Hilliard as Assistant Hazard Banker (uncredited)

Leyland Hodgson as Passerby (uncredited)

Anne Howard as Asses Milkmaid (uncredited)

T. Arthur Hughes as Fish Hawker (uncredited)

Lilyan Irene as Apple Hawker (uncredited)

Boyd Irwin as Passerby (uncredited)

Charles Irwin as Barrows (uncredited)

Tiny Jones as Fish and Chips Woman (uncredited)

Colin Kenny as Mr. Thickness (uncredited)

Crauford Kent as Sir Joshua's Friend (uncredited)

George Kirby as Solicitor (uncredited)

Sidney Lawford as Sir Geoffrey Tennant (uncredited)

Doris Lloyd as Fish Hawker (uncredited)

Mary MacLaren as Maid to Duke Malmunster (uncredited)

Stanley Mann as Knife-Sharpener Hawker (uncredited)

Audrey Manners as Flower Girl (uncredited)

Anthony Marsh as Cripplegate (uncredited)

Tom McGuire as Vegetable Hawker (uncredited)

Mary McLeod as Mrs. Sheridan (uncredited)

John Meredith as Guest (uncredited)

Viola Moore as Guest (uncredited)

Arthur Mulliner as Assistant Faro Banker (uncredited)

Doreen Munroe as Fresh Salad Hawker (uncredited)

Miriam Nelson as Girl with St. Leger (uncredited)

William H. O'Brien as Coach Footman (uncredited)

Tempe Pigott as Woman in Window (uncredited)

Hilda Plowright as Mrs. Thickness (uncredited)

Byron Poindexter as Colonel St. Leger (uncredited)

Harry 'Snub' Pollard as Hugh's Rental Coachman (uncredited)

Reed Porter as Rupert (uncredited)

John Power as Cockney Cart Driver / Ink Hawker (uncredited)

Elsie Prescott as Baked Apple Hawker (uncredited)

Jean Prescott as English Woman with Children (uncredited)

Jean Ransome as Maid to Duke Malmunster (uncredited)

Jack Raymond as Fish Hawker (uncredited)

Marie Reeves as Fish Hawker (uncredited)

Clara Reid as Midwife (uncredited)

John Rice as Cockney Cart Driver (uncredited)

Byron Ruggles as Duke's Footman (uncredited)

Nancy Russell as Young Girl (uncredited)

Perseus Ruth as Milkmaid (uncredited)

Paul Scardon as Undertaker (uncredited)

Charles Schrader as Groom of Chambers (uncredited)

Allen Schute as Guest (uncredited)

Violet Seton as Flower Hawker (uncredited)

Douglas Spencer as Guest (uncredited)

Ruth St. Denis as Duchess (uncredited)

Robert R. Stephenson as Stevedore (uncredited)

Doris Stone as Guest (uncredited)

Lucy Storm as Flower Girl (uncredited)

Evan Thomas as Chaplain (uncredited)

David Thursby as Gingerbread Hawker (uncredited)

Victor Travis as Duke's Best Man (uncredited)

Douglas Walton as Philip (uncredited)

Kitty Watson as Singing Flower Hawker (uncredited)

Audrey Westphal as Girl with Barrymore (uncredited)

Sybil Williams as Magic Lantern Woman (uncredited)

Eric Wilton as Cockney Man (uncredited)

Florence Wix as Guest (uncredited)