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.
| Writing | Karl Tunberg | Writer |
| Writing | Rosamond Marshall | Novel |
| Directing | Mitchell Leisen | Director |
| Writing | Darrell Ware | Writer |
| Editing | Alma Macrorie | Editor |
| Camera | Daniel L. Fapp | Director of Photography |
| Art | Raoul Pene Du Bois | Production Design |
| Production | Karl Tunberg | Associate Producer |
| Art | Walter H. Tyler | Art Direction |
| Production | Darrell Ware | Associate Producer |
| Sound | Victor Young | Original Music Composer |
| Production | Mitchell Leisen | Producer |
| Costume & Make-Up | Raoul Pene Du Bois | Costume Design |
| Crew | Hilda Grenier | Technical Advisor |
| Art | Ray Moyer | Set Decoration |
| Visual Effects | Paul K. Lerpae | Visual Effects |
| Camera | Haskell B. Boggs | Camera Operator |
| Sound | Robert Franklyn | Orchestrator |
| Crew | Heather Thatcher | Dialect Coach |
| Crew | Daniel Dare | Choreographer |
| Visual Effects | Loyal Griggs | Visual Effects |
| Directing | Marty Santell | Second Assistant Director |
| Sound | Don Johnson | Sound |
| Production | Sidney Street | Location Manager |
| Crew | Al Mann | Choreographer |
| Art | Charles Gemora | Painter |
| Visual Effects | Farciot Edouart | Visual Effects |
| Camera | Earl Crowley | Still Photographer |
| Costume & Make-Up | John A. Anderson | Wardrobe Master |
| Sound | Sidney Cutner | Orchestrator |
| Costume & Make-Up | Wally Westmore | Makeup Supervisor |
| Sound | George Parrish | Orchestrator |
| Sound | Philip Wisdom | Music |
| Art | Hans Dreier | Art Direction |
| Art | Sam Comer | Set Decoration |
| Art | Geza Kende | Painter |
| Crew | Connie Emerald | Dialect Coach |
| Production | Gladys Percey | Researcher |
| Directing | Tex Harris | Second Assistant Director |
| Visual Effects | Gordon Jennings | Visual Effects |
| Visual Effects | Jan Domela | Matte Painter |
| Costume & Make-Up | Edna Shotwell | Wardrobe Master |
| Production | Ed Ralph | Unit Manager |
| Production | Ken Whitmore | Publicist |
| Art | T. Johnston | Props |
| Crew | Billy Daniel | Choreographer |
| Costume & Make-Up | Barbara Karinska | Costume Design |
| Production | Elvira Smith | Research Assistant |
| Directing | John R. Coonan | Assistant Director |
| Sound | Leo Shuken | Orchestrator |
| Crew | Phyllis Loughton | Dialogue Coach |
| Visual Effects | Irmin Roberts | Visual Effects |
| Costume & Make-Up | Leonora Sabine | Hair Supervisor |
| Sound | Don McKay | Sound |
| Crew | Constance Collier | Dialogue Coach |
