Pickpocket Libby is protected by aging street performer Charles, who takes her into his troupe. Libby's dancing leads her to meet songwriter Harley and launch a stage career, while Charles is seemingly spurned by the waif he has helped.
| Actor | Role |
|---|---|
 Charles LaughtonCharles Staggers | Charles Staggers |
 Vivien LeighLiberty | Liberty |
 Rex HarrisonHarley Prentiss | Harley Prentiss |
 Larry AdlerConstantine Dan | Constantine Dan |
 Tyrone GuthrieGentry | Gentry |
 Maire O'NeillMrs. Such | Mrs. Such |
 Gus McNaughtonArthur Smith | Arthur Smith |
 Polly WardFrankie | Frankie |
 Basil GillMagistrate | Magistrate |
 Helen HayeSelina | Selina |
 David BurnsHackett | Hackett |
 Phyllis StanleyDella | Della |
| EEdward LexyMr. Such | Mr. Such |
 Clare GreetOld Maud | Old Maud |
| AAlf GoddardDoggie | Doggie |
 Cyril SmithBlack Face | Black Face |
 Romilly LungeJan Duchesi | Jan Duchesi |
 Ronald WardJack Temperley | Jack Temperley |
| CCarroll GibbonsSelf (uncredited) | Self (uncredited) |
 Ronald ShinerBarman (uncredited) | Barman (uncredited) |
 Edie MartinLibby's Dresser (uncredited) | Libby's Dresser (uncredited) |
 Jerry VernoDrunk (uncredited) | Drunk (uncredited) |