Margaret Sullavan as Freya Roth

James Stewart as Martin Breitner

Robert Young as Fritz Marberg

Frank Morgan as Professor Victor Roth

Robert Stack as Otto Von Rohn

Bonita Granville as Elsa

Irene Rich as Mrs. Roth

William T. Orr as Erich Von Rohn

Maria Ouspenskaya as Mrs. Breitner

Gene Reynolds as Rudi

Russell Hicks as Rector

William Edmunds as Lehman

Esther Dale as Marta

Dan Dailey as Holl

Granville Bates as Professor Berg

Thomas W. Ross as Professor Werner

Ward Bond as Franz

Harry Depp as 2nd Colleague

Julius Tannen as 3rd Colleague

Gus Glassmire as 4th Colleague

Rudolph Anders as Gestapo Official Hartman

Max Davidson as Old Postman

Tom Drake as Second Classroom Scene

Dick Elliott as Passport Official on Train

William Irving as Cafe Waiter

Ted Oliver as Concentration Camp Guard

Lucien Prival as Passport Official on Train

Dick Rich as Guard

Bert Roach as Fat Song Leader in Cafe

Bodil Rosing as Old Woman on Train

John Stark as Gestapo Official

Robert R. Stephenson as Gestapo Guard

William Tannen as Nazi Clerk

Henry Victor as Gestapo Official Confiscating Book on Train

Frank Whitbeck as Trailer Announcer (voice)

Robert Willey as Student Speaking in Latin

Sue Moore as Theresa

Howard Lang as