Katharine Hepburn as Sylvia Scarlett

Cary Grant as Jimmy Monkley

Brian Aherne as Michael Fane

Edmund Gwenn as Henry Scarlett

Natalie Paley as Lily

Dennie Moore as Maudie Tilt

Lennox Pawle as Drunk

Harrold Cheevers as Bobby

Lionel Pape as Sergeant Major

Robert Adair as Turnkey

Peter Hobbes as Steward

Leonard Mudie as Steward

Jacques Vanaire as Steward

Frank Moran as Minor Role (uncredited)