John Mills as Cpl Tubby Binns

Richard Attenborough as John Holden

Bernard Lee as Charles Foreman

Robert Urquhart as Mike

Ray Jackson as Barlow

Ronald Hines as Private Miles

Sean Barrett as Frankie

Roland Curram as Harper

Meredith Edwards as Dave Bellman

Michael Bates as Froome

Rodney Diak as Pannet

Michael Shillo as Jouvet

Eddie Byrne as Commander (Tough's Yard)

Maxine Audley as Diana

Lionel Jeffries as Colonel (Medical Officer)

Victor Maddern as Merchant Seaman

Anthony Nicholls as Military Spokesman

Bud Flanagan as Himself

Chesney Allen as Himself

Kenneth Cope as Lieutenant Lumpkin

Denys Graham as Fraser

Barry Foster as Don R

Warwick Ashton as Battery Sergeant Major

Peter Halliday as Battery Major

John Welsh as Staff Colonel

Lloyd Lamble as Staff Colonel

Cyril Raymond as General The Viscount Gort V.C.

Nicholas Hannen as Vice Admiral Ramsay

Patricia Plunkett as Grace

Michael Gwynn as Commander (Sheerness)

Fred Griffiths as Old Sweat

Dan Cressey as Joe

Christopher Rhodes as Sergeant on the beaches

Harry Landis as Dr. Levy

John Horsley as Padre

Patrick Allen as Sergeant on Parade Ground

Liz Fraser as Worker in Holden's Factory (uncredited)

Michael Brennan as Paddle Steamer Captain (uncredited)

Bernard Cribbins as Thirsty Sailor (uncredited)

John G. Heller as German Soldier (uncredited)

John Phillips as Boat Owner Spokesman (uncredited)

William Squire as Captain (uncredited)

Tim Turner as Officer (line of men in sea) (uncredited)

Howard Lang as Chief - Sheerness Dockyard (uncredited)