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| Paulette Goddard | Kitty |
| Ray Milland | Sir Hugh Marcy |
| Cecil Kellaway | Thomas Gainsborough |
| Patric Knowles | Brett Harwood Earl of Carstairs |
| Reginald Owen | Duke of Malmunster |
| Constance Collier | Lady Susan Dowitt |
| Dennis Hoey | Jonathan Selby |
| Sara Allgood | Old Meg |
| Eric Blore | Dobson |
| Gordon Richards | Sir Joshua Reynolds |
| Michael Dyne | Prince of Wales |
| Edgar Norton | Earl of Campton |
| Patricia Cameron | Elaine Carlisle |
| Mary Gordon | Nancy |
| Anita Bolster | Mullens |
| Heather Wilde | Lil |
| Charles Coleman | Majordomo |
| Mae Clarke | Molly |
| Ann Codee | Madame Aurelie (uncredited) |
| Douglas Walton | Philip (uncredited) |
Cockney street urchin Kitty subsists on her meager takings as a pickpocket before the noted artist Thomas Gainsborough stumbles across her and asks to paint her portrait. Gainsborough's noble depiction of the beautiful Kitty inspires the rakish Sir Hugh Marcy to groom the waif into a lady of regal bearing, with an eye to marrying her off to the Earl of Carstairs for his own financial ends.
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