Errol Flynn as Major Geoffrey Vickers

Olivia de Havilland as Elsa Campbell

Patric Knowles as Captain Perry Vickers

Henry Stephenson as Sir Charles Macefield

Nigel Bruce as Sir Benjamin Warrenton

Donald Crisp as Colonel Campbell

David Niven as Captain Randall

C. Henry Gordon as Surat Khan

G.P. Huntley as Major Jowett

Robert Barrat as Count Igor Volonoff

Spring Byington as Lady Octavia Warrenton

E. E. Clive as Sir Humphrey Harcourt

J. Carrol Naish as Subahdar-Major Puran Singh

Walter Holbrook as Cornet Barclay

Princess Baba as Prema's Mother

Charles Sedgwick as Cornet Pearson

Scotty Beckett as Prema Singh

George Regas as Wazir

Helen Sanborn as Mrs. Jowett

John Bose as Soldier (uncredited)

Jack Curtis as Sepoy (uncredited)

Herbert Evans as Majordomo (uncredited)

Olaf Hytten as Officer (uncredited)

Georges Renavent as Gen. Canrobert (uncredited)

Sam Harris as Indian Officer (uncredited)