"Pickpocket Kitty's life changes when painter Thomas Gainsborough makes her portrait. The artwork gains the attention of Sir Hugh Marcy, who later decides to use her for his benefit."
Paulette Goddard
as Kitty
Ray Milland
as Sir Hugh Marcy
Patric Knowles
as Brett Harwood Earl of Carstairs
Reginald Owen
as Duke of Malmunster
Cecil Kellaway
as Thomas Gainsborough
Constance Collier
as Lady Susan Dowitt
Dennis Hoey
as Jonathan Selby
Sara Allgood
as Old Meg
Eric Blore
as Dobson
Gordon Richards
as Sir Joshua Reynolds
Michael Dyne
as Prince of Wales
Edgar Norton
as Earl of Campton
Patricia Cameron
as Elaine Carlisle
Percival Vivian
as Dr. Holt
Mary Gordon
as Nanny
Anita Sharp-Bolster
as Mullens
Heather Wilde
as Lil
Charles Coleman
as Majordomo
Mae Clarke
as Molly
Phyllis Adair
as Young Girl (uncredited)
Norman Ainsley
as Baker Hawker (uncredited)
Sylvia Andrew
as Flower Hawker (uncredited)
Gordon Arnold
as Duke's Footman (uncredited)
Jimmy Aubrey
as Cockney Cart Driver (uncredited)
Sybil Bacon
as Magic Lantern Woman (uncredited)
Frank Baker
as Assistant Faro Banker (uncredited)
Phyllis Barry
as Guest (uncredited)
Guy Bellis
as Faro Banker (uncredited)
Wilson Benge
as Bellow and Bucker Mender (uncredited)
Florence Benson
as Broom Hawker (uncredited)
Frank Benson
as Vinegar Hawker (uncredited)
Dodo Bernard
as Taffy Tarts Peddler (uncredited)
Matthew Boulton
as Solicitor (uncredited)
George Broughton
as Spoon and Larding Pin Hawker (uncredited)
David Cavendish
as Head Faro Banker (uncredited)
Sanders Clark
Ann Codee
as Madame Aurelie (uncredited)
Sherlee Collier
as English Child (uncredited)
Edward Cooper
as Sir Herbert Harbord (uncredited)
Robert Cory
as Lantern Merchant / Hazard Banker / Watchman (uncredited)
Alec Craig
as McNab (uncredited)
Anne Curson
as Duchess of Gloucester (uncredited)
Lew Davis
as Fish Hawker (uncredited)
Harold de Becker Jr.
John Deauville
as Earl of Barrymore (uncredited)
Cyril Delevanti
as All Hot Hawker (uncredited)
Leslie Denison
as Mr. Sheridan (uncredited)
Donald Dewar
Billy Evans
as Rabbit Skin Hawker (uncredited)
Herbert Evans
as Footman (uncredited)
Pamela Ewing
as Flower Girl (uncredited)
Betty Fairfax
Al Ferguson
Fred Fox
as Rat-Killer Hawker (uncredited)
Gibson Gowland
as Prison Guard (uncredited)
Helena Grant
as Selby Housekeeper (uncredited)
Marie Grosscup
as Specialty Dancer (uncredited)
Frank Hagney
as Stevedore (uncredited)
Bobby Hale
as Hawker with Donkey (uncredited)
Stuart Hall
Ethyl May Halls
as Cockney Woman (uncredited)
Delphine Harding
Ivo Henderson
Ernest Hilliard
as Assistant Hazard Banker (uncredited)
Leyland Hodgson
as Passerby (uncredited)
Anne Howard
as Asses Milkmaid (uncredited)
T. Arthur Hughes
Lilyan Irene
as Apple Hawker (uncredited)
Boyd Irwin
Charles Irwin
as Barrows (uncredited)
Tiny Jones
as Fish and Chips Woman (uncredited)
Colin Kenny
as Mr. Thickness (uncredited)
Crauford Kent
as Sir Joshua's Friend (uncredited)
George Kirby
Sidney Lawford
as Sir Geoffrey Tennant (uncredited)
Doris Lloyd
Mary MacLaren
as Maid to Duke Malmunster (uncredited)
Stanley Mann
as Knife-Sharpener Hawker (uncredited)
Audrey Manners
Anthony Marsh
as Cripplegate (uncredited)
Tom McGuire
as Vegetable Hawker (uncredited)
Mary McLeod
as Mrs. Sheridan (uncredited)
John Meredith
Viola Moore
Arthur Mulliner
Doreen Munroe
as Fresh Salad Hawker (uncredited)
Miriam Nelson
as Girl with St. Leger (uncredited)
William H. O'Brien
as Coach Footman (uncredited)
Tempe Pigott
as Woman in Window (uncredited)
Hilda Plowright
as Mrs. Thickness (uncredited)
Byron Poindexter
as Colonel St. Leger (uncredited)
Harry 'Snub' Pollard
as Hugh's Rental Coachman (uncredited)
Reed Porter
as Rupert (uncredited)
John Power
as Cockney Cart Driver / Ink Hawker (uncredited)
Elsie Prescott
as Baked Apple Hawker (uncredited)
Jean Prescott
as English Woman with Children (uncredited)
Jean Ransome
Jack Raymond
Marie Reeves
Clara Reid
as Midwife (uncredited)
John Rice
Byron Ruggles
Nancy Russell
Perseus Ruth
as Milkmaid (uncredited)
Paul Scardon
as Undertaker (uncredited)
Charles Schrader
as Groom of Chambers (uncredited)
Allen Schute
Violet Seton
Douglas Spencer
Ruth St. Denis
as Duchess (uncredited)
Robert R. Stephenson
Doris Stone
Lucy Storm
Evan Thomas
as Chaplain (uncredited)
David Thursby
as Gingerbread Hawker (uncredited)
Victor Travis
as Duke's Best Man (uncredited)
Douglas Walton
as Philip (uncredited)
Kitty Watson
as Singing Flower Hawker (uncredited)
Audrey Westphal
as Girl with Barrymore (uncredited)
Sybil Williams
Eric Wilton
as Cockney Man (uncredited)
Florence Wix
Rosamond Marshall
Novel
Darrell Ware
Writer
Karl Tunberg
Mitchell Leisen
Director
Alma Macrorie
Editor
Daniel L. Fapp
Director of Photography
Raoul Pene Du Bois
Costume Design
Associate Producer
Production Design
Victor Young
Original Music Composer
Producer
Walter H. Tyler
Art Direction
Hilda Grenier
Technical Advisor
John R. Coonan
Assistant Director
Loyal Griggs
Visual Effects
John A. Anderson
Wardrobe Master
Philip Wisdom
Music
Connie Emerald
Dialect Coach
Paul K. Lerpae
Sidney Cutner
Orchestrator
Charles Gemora
Painter
Irmin Roberts
Haskell B. Boggs
Camera Operator
Elvira Smith
Research Assistant
Marty Santell
Second Assistant Director
Don McKay
Sound
Sidney Street
Location Manager
Robert Franklyn
Heather Thatcher
Sam Comer
Set Decoration
Barbara Karinska
Don Johnson
Dialogue Coach
T. Johnston
Props
George Parrish
Wally Westmore
Makeup Supervisor
Phyllis Loughton
Gladys Percey
Researcher
Tex Harris
Edna Shotwell
Hans Dreier
Ray Moyer
Ed Ralph
Unit Manager
Geza Kende
Gordon Jennings
Jan Domela
Matte Painter
Earl Crowley
Still Photographer
Leonora Sabine
Hair Supervisor
Farciot Edouart
Leo Shuken
Ken Whitmore
Publicist
Daniel Dare
Choreographer
Al Mann
Billy Daniel