Pickpocket Kitty's life changes when painter Thomas Gainsborough makes her portrait. The artwork gains the attention of Sir Hugh Marcy, who later decides to use her for his benefit.

Paulette Goddard
as Kitty

Ray Milland
as Sir Hugh Marcy

Patric Knowles
as Brett Harwood Earl of Carstairs

Reginald Owen
as Duke of Malmunster

Cecil Kellaway
as Thomas Gainsborough

Constance Collier
as Lady Susan Dowitt

Dennis Hoey
as Jonathan Selby

Sara Allgood
as Old Meg

Eric Blore
as Dobson

Gordon Richards
as Sir Joshua Reynolds