- Anton Walbrook as Boris Lermontov
- Marius Goring as Julian Craster
- Moira Shearer as Victoria Page
- Robert Helpmann as Ivan Boleslawsky
- Léonide Massine as Grischa Ljubov
- Albert Bassermann as Sergei Ratov
- Ludmilla Tchérina as Irina Boronskaya
- Esmond Knight as Livingstone 'Livy' Montague
- Austin Trevor as Professor Palmer
- Jean Short as Terry
- Gordon Littman as Ike
- Eric Berry as Dimitri
- Irene Browne as Lady Neston
- Jerry Verno as Stage Door Keeper
- Yvonne Andre as Vicky's Dresser
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