Myrna Loy as Becky Sharp

Conway Tearle as Rawdon Crawley

Barbara Kent as Amelia Sedley

Walter Byron as George Osborne

Anthony Bushell as Dobbin

Billy Bevan as Joseph Sedley

Montagu Love as Marquis of Steyne

Herbert Bunston as Mr. Sedley

Mary Forbes as Mrs. Sedley

Lionel Belmore as Sir Pitt Crawley

Lilyan Irene as Polly

Elspeth Dudgeon as Sir Pitt's Housekeeper

Tom Ricketts as Sir Pitt's Butler Parker

Bill Elliott as Bit Role