Close friends Martha and Karen build a private boarding school together with the aid of the local doctor Joe. The school takes off and many students enroll, one of whom is a trouble-maker who tells a scandalous lie that threatens to destroy the trio's lives.
| Actor | Role |
|---|---|
 Miriam HopkinsMartha Dobie | Martha Dobie |
 Merle OberonKaren Wright | Karen Wright |
 Joel McCreaDr. Joseph 'Joe' Cardin | Dr. Joseph 'Joe' Cardin |
 Catherine DoucetLily Mortar | Lily Mortar |
 Alma KrugerAmelia Tilford | Amelia Tilford |
 Bonita GranvilleMary Tilford | Mary Tilford |
 Marcia Mae JonesRosalie Wells | Rosalie Wells |
 Carmencita JohnsonEvelyn | Evelyn |
| MMary Anne DurkinJoyce Walton | Joyce Walton |
 Margaret HamiltonAgatha | Agatha |
 Walter BrennanTaxi Driver | Taxi Driver |
 Joan BarclaySchoolgirl (uncredited) | Schoolgirl (uncredited) |
 Al BridgeMrs. Walton's Chauffeur (uncredited) | Mrs. Walton's Chauffeur (uncredited) |
| SSally ConlinSchoolgirl (uncredited) | Schoolgirl (uncredited) |
| MMarie Louise CooperHelen Burton (uncredited) | Helen Burton (uncredited) |
 Frank McGlynn Sr.Judge (uncredited) | Judge (uncredited) |
 Greta MeyerViennese Waitress (uncredited) | Viennese Waitress (uncredited) |
 Tommy BuppBoy on Merry-Go-Round (uncredited) | Boy on Merry-Go-Round (uncredited) |
| LLottie WilliamsConcerned Townswoman (uncredited) | Concerned Townswoman (uncredited) |