Miriam Hopkins as Becky Sharp

Frances Dee as Amelia Sedley

Cedric Hardwicke as Marquis of Steyne

Billie Burke as Lady Bareacres

Alison Skipworth as Miss Crawley

Nigel Bruce as Joseph Sedley

Alan Mowbray as Rawdon Crawley

G.P. Huntley as George Osborne

William Stack as Pitt Crawley

George Hassell as Sir Pitt Crawley

William Faversham as Duke of Wellington

Charles Richman as Gen. Tufto

Doris Lloyd as Duchess of Richmond

Colin Tapley as William Dobbin

Leonard Mudie as Tarquin

May Beatty as Briggs

Charles Coleman as Bowles

Bunny Beatty as Lady Blanche

Finis Barton as Miss Flowery

Olaf Hytten as The Prince Regent

Pauline Garon as Fifine

Jimmy Robinson as Sedley's Page

Elspeth Dudgeon as Miss Pinkerton

Tempe Pigott as The Charwoman

Ottola Nesmith as Lady Jane Crawley

Joan Arnold as Girl (uncredited)

Billie Bellport as Girl (uncredited)

Mrs. Leslie Carter as Woman (uncredited)

Will Geer as Spectator (uncredited)

Gaston Glass as British Officer (uncredited)

Creighton Hale as British Officer (uncredited)

Keith Hitchcock as British Officer (uncredited)

Viola Moore as Laura (uncredited)

Pat Nixon as Ballroom Dancer (uncredited)

C. Montague Shaw as British Nobleman (uncredited)

Pat Somerset as British Officer (uncredited)

John Warburton as Beau Brummel (uncredited)

Madeline Wilson as Girl (uncredited)