* Arthur Askey as Barnacle Bill
* St. John Terry as Captain Silas
* Diana Dors as Dolores
* George Cole as George
* Kenneth Connor as the Mayor
* Peter Butterworth as Constable
* Miles Malleson as Lord Brackley
* Lorna Brook as Belinda Brackley
* John Slater as the Auctioneer
* Anthony Dawson as the Duke of Dorking
It was directed by Charles Crichton and produced by Michael Balcon.