Michael Redgrave

as Flight Lt. David Archdale

John Mills

as Pilot Officer Peter Penrose

Rosamund John

as Miss Todd

Douglass Montgomery

as Johnny Hollis

Renée Asherson

as Iris Winterton

Stanley Holloway

as Mr. Palmer

Basil Radford

as 'Tiny' Williams

Felix Aylmer

as Rev. Charles Moss

Bonar Colleano

as Joe Friselli

Joyce Carey

as Miss Winterton

Trevor Howard

as Squadron Leader Carter

Nicholas Stuart

as Colonel Rogers (as Tryon Nichol)

Bill Owen

as Sgt. 'Nobby' Clarke

Grant Miller

as Wally Becker

Jean Simmons

as A Singer

Johnnie Schofield

as Jones

Charles Victor

as Corporal Fitter

David Tomlinson

as 'Prune' Parsons

Hartley Power

as Colonel Page

Vida Hope

as Elsie

Hugh Dempster

as 'Tinker' Bell

Charles Farrell

as American Orderly

Anthony Dawson

as Bertie Steen

Bill Logan

as Radio Operator

John Howard

as Shelter Officer

Murray Matheson

as Joe Lawson

John McLaren

as 'Cheerio' Chester

Jacqueline Clarke

as Waitress

Alf Goddard

as PT Instructor

Caven Watson

as RAF Corporal

Sydney Benson

as Fred

Peter Cotes

as Aircraftsman

Ann Wilton

as Schoolmistress