Vivien Leigh as Myra

Robert Taylor as Roy Cronin

Lucile Watson as Lady Margaret Cronin

Virginia Field as Kitty

Maria Ouspenskaya as Madame Olga Kirowa

C. Aubrey Smith as The Duke

Janet Shaw as Maureen

Janet Waldo as Elsa

Steffi Duna as Lydia

Virginia Carroll as Sylvia

Leda Nicova as Marie

Florence Baker as Beatrice

Margery Manning as Mary

Frances MacInerney as Violet

Eleanor Stewart as Grace

Lowden Adams as The Duke's Butler (uncredited)

Harry Allen as Taxi Driver (uncredited)

Jimmy Aubrey as Cockney in Air-Raid Shelter (uncredited)

Phyllis Barry as Second Girl at Estate Dance (uncredited)

Colin Campbell as Groom (uncredited)

James Carlisle as Party Guest (uncredited)

Rita Carlyle as Flower Woman on Bridge (uncredited)

Leo G. Carroll as Policeman (uncredited)

David Cavendish as Generous Man at Estate Dance (uncredited)

David Clyde as Barnes - Cronin's Butler (uncredited)

Kathryn Collier as Barmaid (uncredited)

Tom Conway as (voice) (uncredited)

Frank Dawson as Vicar's Butler (uncredited)

Connie Emerald as Waitress at Restaurant (uncredited)

Gilbert Emery as Colonel at Luncheon (uncredited)

Herbert Evans as Commissionaire (uncredited)

Maria Genardi as Dancers' Italian Mother (uncredited)

Dick Gordon as Party Guest (uncredited)

Douglas Gordon as Taxi Driver (uncredited)

Denis Greene as Sergeant on Bridge (uncredited)

Ethel Griffies as Mrs. Clark - Landlady (uncredited)

Bobby Hale as Taxi Driver (uncredited)

Winifred Harris as Dowager at Estate Dance (uncredited)

Halliwell Hobbes as Vicar at St. Matthews (uncredited)

Harold Howard as Ticket Collector at Waterloo Station (uncredited)

Charles Irwin as Candlelight Club Announcer (uncredited)

Bill James as Sergeant (uncredited)

George Kirby as Waiter (uncredited)

Walter Lawrence as Club Patron (uncredited)

Eric Lonsdale as Soldier at Waterloo Station (uncredited)

Wilfred Lucas as Elderly Huntsman at Estate Dance (uncredited)

Dan Maxwell as Cockney in Air-Raid Shelter (uncredited)

James May as Cockney in Air-Raid Shelter (uncredited)

Florine McKinney as Viola - First Girl at Estate Dance (uncredited)

Charles McNaughton as Mack the Waiter (uncredited)

Frank Mitchell as Father (uncredited)

Edmund Mortimer as Club Patron (uncredited)

Leonard Mudie as Thomas Parker - Roy's Driver (uncredited)

Judith Nelles as Gertrude - Tart at Waterloo Station (uncredited)

Gordon Orbell as Newsboy (uncredited)

Tempe Pigott as Cockney in Air-Raid Shelter (uncredited)

John Power as Toff's Companion (uncredited)

Elsie Prescott as Cockney in Air-Raid Shelter (uncredited)

Jean Prescott as Third Girl at Estate Dance (uncredited)

Clara Reid as Mrs. Bassett - Estate Dance (uncredited)

Fred Sassoni as Newsboy (uncredited)

Paul Scardon as Backdoor Stage Doorman (uncredited)

John Graham Spacey as British Officer at Luncheon Table (uncredited)

Wyndham Standing as Toff (uncredited)

Harry Stubbs as Proprietor of Eating House (uncredited)

William Tetley as Boy Opening Taxi Door (uncredited)

Cyril Thornton as Sergeant (uncredited)

David Thursby as First Cockney in Air-Raid Shelter (uncredited)

Norma Varden as Hostess at Restaurant (uncredited)

Martha Wentworth as Tart on Bridge at the End (uncredited)

Eric Wilton as Head Waiter at Candlelight Club (uncredited)

Robert Winkler as Boy Delivering Flowers (uncredited)

Douglas Wood as Vicar at Estate Dance (uncredited)