Richard Attenborough as Ernest Tilley

Stanley Baker as Capt. Bardow

Harry Secombe as Binky Meadows

Hermione Baddeley as Mrs. Satterly

George Rose as James Burlington Brock

Mai Zetterling as Carol Tilley

Diane Cilento as Angelica Como

Virginia Maskell as Pam Leyton

Elizabeth Sellars as Inez Barrington

David Kossoff as Dr. Bergstein

Barbara Kelly as Edwina Randolph

Megs Jenkins as Rose Brock

Jeremy Judge as Jeremy Tracer

Marty Wilde as Billy Forrester

Jocelyn Lane as Clara Forrester

Patrick Allen as Allan Mulliner

Bernard Braden as Otis Randolph

Paul Eddington as Victor Tracer

Lana Morris as Jane Tracer

Cec Linder as Col. Coe

Paul Carpenter as George Towers

Sybil Thorndike as Emma Morgan

Neil McCallum as Gilbert

Marianne Stone as Reporter (uncredited)