Joan Fontaine
as Lina McLaidlaw Aysgarth
Nigel Bruce
as Gordon Cochrane 'Beaky' Thwaite
Cary Grant
as Johnnie Aysgarth
Cedric Hardwicke
as General McLaidlaw (as Sir Cedric Hardwicke)
Heather Angel
as Ethel (Maid)
Isabel Jeans
as Mrs. Newsham
Dame May Whitty
as Mrs. Martha McLaidlaw
Leo Carroll
as Captain George Melbeck