Irene Dunne as Susan Dunn

Alan Marshal as John Ashwood

Roddy McDowall as John Ashwood II as a Boy

Frank Morgan as Hiram Porter Dunn

Van Johnson as Sam Bennett

C. Aubrey Smith as Walter Forsythe

May Whitty as Nanny

Gladys Cooper as Jean Ashwood

Peter Lawford as John Ashwood II as a Young Man

John Warburton as Reggie Ashwood

Jill Esmond as Rosamund

Brenda Forbes as Gwennie

Norma Varden as Mrs. Bland

Harry Allen as English Cabbie (uncredited)

Wilson Benge as Chauffeur (uncredited)

Matthew Boulton as Immigration Officer (uncredited)

Edmund Breon as Rupert Bancroft (uncredited)

Clifford Brooke as Indian Major in Boardinghouse (uncredited)

Eldon Burkett as Twin in Boardinghouse (uncredited)

Elton Burkett as Twin in Boardinghouse (uncredited)

Bobby Callahan as Messenger Boy (uncredited)

Charles Coleman as Captain Davis (uncredited)

Clyde Cook as Jennings (uncredited)

Alec Craig as Billings (uncredited)

Ann Curzon as Miss Lambert (uncredited)

Adrienne D'Ambricourt as Madam at Dieppe Hotel (uncredited)

Guy D'Ennery as Curate in Boardinghouse (uncredited)

George Davis as Boots (uncredited)

Kay Deslys as Blonde Woman (uncredited)

Vernon Downing as Lieutenant Davis Herrick (uncredited)

Tom Drake as Dying American Soldier (uncredited)

Isobel Elsom as Mrs. Bancroft (uncredited)

Herbert Evans as Footman (uncredited)

Franklyn Farnum as Ball Guest (uncredited)

Emily Fitzroy as Spinster in Boardinghouse (uncredited)

Bunny Gordon as John Ashford II at 6 Months Old (uncredited)

Vera Graaff as Duchess of Waverly (uncredited)

Douglas Grant as Corporal (uncredited)

Gary Gray as Boy at Dinner Table (uncredited)

Arthur Gould-Porter as Captain Portage (uncredited)

Ethel Griffies as Woman on Train Opening Window (uncredited)

Gerald Hamer as Private (uncredited)

Lumsden Hare as The Vicar (uncredited)

Joy Harington as Nurse Margaret (uncredited)

Keith Hitchcock as Duke of Waverly (uncredited)

Stuart Holmes as Ball Guest (uncredited)

Charles Irwin as Farmer Ben Kenney (uncredited)

George Kirby as Old Man (uncredited)

Molly Lamont as Helen Hampton (uncredited)

Nelson Leigh as British Naval Officer (uncredited)

Adolf E. Licho as Frenchman at Dieppe Train Station (uncredited)

Doris Lloyd as Plump Lady at Boardinghouse (uncredited)

June Lockhart as Betsy Kenney at Age 18 (uncredited)

Miles Mander as Major Loring (uncredited)

Emily Massey as Elegant Lady in Boardinghouse (uncredited)

Lal Chand Mehra as Indian Student in Boardinghouse (uncredited)

James Menzies as Mike (uncredited)

Leo Mostovoy as Bandmaster in Dieppe (uncredited)

Gavin Muir as Captain Griffiths (uncredited)

Norbert Müller as Dietrich von Biesterburg (uncredited)

Steven Muller as Gerhard von Biesterburg (uncredited)

Ottola Nesmith as Orderly in Hospital (uncredited)

J. Pat O'Malley as Martin (uncredited)

Jean Prescott as Mrs. Kenney (uncredited)

John Rogers as Southampton Porter (uncredited)

Mabel Row as French Maid in Dieppe (uncredited)

Anita Sharp-Bolster as Miller (uncredited)

Arthur Shields as Benson (uncredited)

Elizabeth Taylor as Betsy Kenney at Age 10 (uncredited)

Larry Wheat as Guest in Boardinghouse (uncredited)

Ian Wolfe as Skipper of Honeymoon Boat (uncredited)