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| Tyrone Power | Clive Briggs |
| Joan Fontaine | Prudence Cathaway |
| Thomas Mitchell | Monty |
| Henry Stephenson | General Cathaway |
| Nigel Bruce | Ramsbottom |
| Gladys Cooper | Iris Cathaway |
| Philip Merivale | Dr. Roger Cathaway |
| Sara Allgood | Waitress |
| Alexander Knox | Rector |
| Queenie Leonard | Violet Worthing |
| Melville Cooper | Wilbur |
| Jill Esmond | Emily |
| Holmes Herbert | Dr. Mathias |
| Denis Green | Dr. Ferris |
| Arthur Shields | Chaplain |
| Dennis Hoey | Parsons |
| Thomas Louden | Vicar |
| Andy Clyde | Fireman |
In 1940 England, aristocratic Prudence Cathaway alarms her snobbish parents by joining the WAF service branch. She soon meets and falls in love with the brooding Clive Briggs, despite his prejudice against the upper classes, and agrees to spend a week with him at a Dover hotel. When Clive's soldier friend, Monty, arrives to retrieve him, Prudence learns that Clive went AWOL after Dunkirk, and urges him to recall why England must fight the war.
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