Joan Gates as Gwen Hayden

Jean Gillie as Jean Gillie

Joan Greenwood as Betty Miller

Joyce Howard as Anne Lawrence

Rosamund John as Maggie Fraser

Lilli Palmer as Erna Debruski

Barbara Waring as Joan Simpson

John Justin as Flying Officer David Sheridan

Elliott Mason as Mrs. Fraser

Tony Bazell as Ted

Frederick Leister as Colonel Lawrence

Everley Gregg as Miss Simpson

John Laurie as Scots Corporal

Mary Jerrold as Mrs. Sheridan

Meriel Forbes as Junior Commander Davis

Noreen Craven as Convoy Sergeant

Miles Malleson as Tran Guard

Jimmy Hanley as 1st Soldier

Frederick Peisley as 2nd Soldier

Ronald Shiner as Racegoer

Harry Welchman as Captain Ferrier

Rosalyn Boulter as Telephonist

Leslie Howard as Narrator (voice)

Grace Arnold as Restaurant Attendant (uncredited)

Frank Atkinson as Restaurant Customer (uncredited)

Claude Bailey as Staff Officer (uncredited)

Hyma Beckley as Man at Railway Station (uncredited)

Peter Cotes as Taffy (uncredited)

Amy Dalby as Lady Behind the Bar at the Dance (uncredited)

Richard George as Naval Officer (uncredited)

Jack May as Postman (uncredited)

Roland Pertwee as Captain (uncredited)

Johnnie Schofield as Sgt. in Dance Cafe (uncredited)

Nicholas Stuart as British Officer (uncredited)