King Charles II first meets Nell Gwyn after seeing her do a turn at Drury Lane. They soon become close, the King preferring her feisty irreverent company to that of the aristocratic French Duchess of Portsmouth. Nell becomes his most loyal subject, while ever-ready to take the Duchess down a peg. But the actress can never hope to be fully accepted by the King's circle despite his constant attentions.
| Actor | Role |
|---|---|
 Anna NeagleNell Gwyn | Nell Gwyn |
 Cedric HardwickeCharles II | Charles II |
 Moore MarriottRobin | Robin |
 Jeanne De CasalisDuchess of Portsmouth | Duchess of Portsmouth |
| MMuriel GeorgeMeg | Meg |
 Helena PickardMrs. Pepys | Mrs. Pepys |
| DDorothy RobinsonMrs. Knipp | Mrs. Knipp |
 Esme PercySamuel Pepys | Samuel Pepys |
 Miles MallesonChiffinch | Chiffinch |
 Craighall SherryBen | Ben |
 Lawrence AndersonDuke Of York | Duke Of York |
| LLaurence BaskcombMinor role (uncredited) | Minor role (uncredited) |
 O.B. ClarenceClockmaker | Clockmaker |
 Roland CulverBit Part (uncredited) | Bit Part (uncredited) |
 Toni Edgar-BruceMinor role (uncredited) | Minor role (uncredited) |
| PPolly EmeryMinor role (uncredited) | Minor role (uncredited) |
| AAnthony HollesActor At Drury Lane | Actor At Drury Lane |
 Vi KaleyLady In Audience Who Thows Tomato At Nell (uncredited) | Lady In Audience Who Thows Tomato At Nell (uncredited) |
 Hay PetrieFrench Ambassador | French Ambassador |
 Abraham Sofaer(uncredited) | (uncredited) |
 Julie SuedoHortense | Hortense |
| HHugh E. Wright(uncredited) | (uncredited) |