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| Laurence Olivier | George Fortescu Maximillian 'Maxim' de Winter |
| Joan Fontaine | The Second Mrs. de Winter |
| Judith Anderson | Mrs. Danvers |
| George Sanders | Jack Favell |
| Nigel Bruce | Major Giles Lacy |
| Reginald Denny | Frank Crawley |
| C. Aubrey Smith | Colonel Julyan |
| Gladys Cooper | Beatrice Lacy |
| Florence Bates | Mrs. Edythe Van Hopper |
| Leo G. Carroll | Dr. Baker |
| Melville Cooper | Coroner |
| Edward Fielding | Frith |
| Forrester Harvey | Chalcroft |
| Lumsden Hare | Tabbs |
| Leonard Carey | Ben |
| Billy Bevan | Policeman (uncredited) |
| Philip Winter | Robert |
| Leland Hodgson | Mullen (uncredited) |
Story of a young woman who marries a fascinating widower only to find out that she must live in the shadow of his former wife, Rebecca, who died mysteriously several years earlier. The young wife must come to grips with the terrible secret of her handsome, cold husband, Max De Winter . She must also deal with the jealous, obsessed Mrs. Danvers, the housekeeper, who will not accept her as the mistress of the house.
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