Robert Taylor as Lee Sheridan

Lionel Barrymore as Dan Sheridan

Maureen O'Sullivan as Molly Beaumont

Vivien Leigh as Elsa Craddock

Edmund Gwenn as Dean of Cardinal

Griffith Jones as Paul Beaumont

C. V. France as Dean Snodgrass

Edward Rigby as Scatters

Morton Selten as Cecil Davidson, Esq.

Claude Gillingwater as Ben Dalton

Tully Marshall as Cephas

Walter Kingsford as Dean Williams

Robert Coote as Wavertree

Peter Croft as Ramsey

Noel Howlett as Tom Craddock

Edmund Breon as Captain Wavertree

Derek Aylward as Minor Role (uncredited)

William Bailey as Racetrack Timekeeper (uncredited)

Harlan Briggs as Printer (uncredited)

Mad Jack Churchill as Minor Role (uncredited)

Joe Cobb as Boy with Drum (uncredited)

Clive Dunn as Minor Role (uncredited)

Victor Harrington as Student at Trackside Consoling Beaumont (uncredited)

Norah Howard as Barmaid (uncredited)

Anthony Hulme as Minor Role (uncredited)

Peter Murray-Hill as Minor Role (uncredited)

Dennis O'Keefe as Racetrack Handler (uncredited)

Jon Pertwee as Minor Role (uncredited)

Philip Ridgeway as Minor Role (uncredited)

Syd Saylor as Second Printer (uncredited)

Ronald Shiner as Bicycle Repairman (uncredited)

Norman Spencer as Athlete (uncredited)

Richard Todd as Extra in Sporting Event (uncredited)

John Varley as Minor Role (uncredited)

Kenneth Villiers as Minor Role (uncredited)

John Warwick as Minor Role (uncredited)

Richard Wattis as Latin Speaker at Dinner (uncredited)

Doodles Weaver as Bill (uncredited)