Pauline Lord as Clarissa Phipps

Basil Rathbone as Captain Randolph Courtney

Louis Hayward as Richard Orland

Billie Burke as Julia Trent Anders

Wendy Barrie as Pauline Anders

Nydia Westman as Emily Judson

Victor Varconi as Paul Anders

Thurston Hall as Sir Elroyd Joyce

Nana Bryant as Lady Drake

J.M. Kerrigan as Pobjoy

Lawrence Grant as Dr. Phillips

Doris Lloyd as Liz Vining

David Niven as Leo Cartwright

John Rogers as Henry Vining

Lowden Adams as Man (uncredited)

Harry Allen as Alf (uncredited)

Jimmy Aubrey as Cab Driver (uncredited)

Ambrose Barker as Cockney Man (uncredited)

Wilson Benge as Butcher (uncredited)

Frank Benson as Man (uncredited)

George Bunny as Cockney Man (uncredited)

Alma Chester as Mrs. Wheeler (uncredited)

Ivan Christy as Man (uncredited)

E. E. Clive as Higgins - Pub Proprietor (uncredited)

Phyllis Coghlan as Woman (uncredited)

Joyce Colby as Woman (uncredited)

D'Arcy Corrigan as Cockney Man (uncredited)

Robert Cory as Stage Manager (uncredited)

Carrie Daumery as Dowager (uncredited)

J. Gunnis Davis as Man (uncredited)

Kay Deslys as Barmaid (uncredited)

Larry Dods as Ticket Seller (uncredited)

David Dunbar as Truck Driver (uncredited)

Bess Flowers as Theatergoer Backstage (uncredited)

Gladys Gale as Woman (uncredited)

Douglas Gordon as Intern (uncredited)

Robert Hale as Cab Driver (uncredited)

Mildred Hardy as Woman (uncredited)

Herbert Heywood as Fish Monger (uncredited)

Leyland Hodgson as Leading Man (uncredited)

Eleanor Huntley as Woman (uncredited)

Olaf Hytten as Cab Driver (uncredited)

John Irwin as Bouncer (uncredited)

Lorimer Johnston as Man (uncredited)

Richard Lancaster as Man (uncredited)

Connie Leon as Woman (uncredited)

Lois Lindsay as Woman (uncredited)

Gordie Mackay as Messenger Boy (uncredited)

Dan Maxwell as Driver (uncredited)

James May as Butcher (uncredited)

John C. McCallum as Cockney Man (uncredited)

Harold Miller as Party Guest / Theatregoer (uncredited)

Thomas R. Mills as Stage Manager (uncredited)

Edmund Mortimer as Theatergoer (uncredited)

Henry Mowbray as Party Guest (uncredited)

Leonard Mudie as Hyde Park Orator (uncredited)

Doreen Munroe as Mrs. Pobjoy (uncredited)

Ottola Nesmith as Susan (uncredited)

Mrs. Wilfrid North as Woman (uncredited)

Dennis O'Keefe as Theatergoer (uncredited)

Vivien Patterson as Nurse (uncredited)

Gil Perkins as Ticket Taker (uncredited)

Reba Phillips as Woman (uncredited)

Tempe Pigott as Katy (uncredited)

John Power as Cockney Man (uncredited)

Elsie Prescott as Mrs. Guernsey (uncredited)

Sonny Roe as Cockney Man (uncredited)

C. Montague Shaw as Man (uncredited)

Phillips Smalley as Man (uncredited)

Nellie St. Clair as Scrub Woman (uncredited)

Agnes Steele as Mrs. Probert (uncredited)

Minnie Steele as Scrub Woman (uncredited)

John Van Eyck as Hospital Attendant (uncredited)

Fred Walton as Heckler (uncredited)

Frank Ward as Man (uncredited)

Corinne Williams as Nurse (uncredited)

Bruce Wyndham as Man (uncredited)

Peggy Wynne as Cockney Woman (uncredited)