Margaret Lockwood as Barbara Worth

James Mason as Captain Jerry Jackson

Patricia Roc as Caroline

Griffith Jones as Sir Ralph Skelton

Michael Rennie as Kit Locksby

Felix Aylmer as Hogarth

Enid Stamp-Taylor as Lady Henrietta Kingsclere

Jean Kent as Jackson's Doxy

Francis Lister as Lord Kingsclere

Martita Hunt as Cousin Agatha

Beatrice Varley as Aunt Moll

Amy Dalby as Aunt Doll

David Horne as Martin Worth

Emrys Jones as Ned Cotterill

Helen Goss as Mistress Betsy

Muriel Aked as Mrs. Munce

Aubrey Mallalieu as Doctor

Ivor Barnard as Clergyman

Peter Madden as Hawker

Hilda Campbell-Russell as Highway Victim

Diane Hart as Minor Role (uncredited)

Vincent Holman as Elderly Squire (uncredited)