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- Constance Bennett – Kitty de Mornay
- Gracie Fields – Emmeline Quayle
- George Rigaud – Andre de Mornay
- Kurt Kreuger – Capt. Kurt von Weber
- Leslie Vincent – Lt. William Gray
- Charles Andre – Father Dominique
- Eily Malyon – Madame Martin
- Vladimir Sokoloff – Undertaker
- Richard Ryen – Mons. Renard
- Gregory Gaye – Tissier
- Maurice Cass – Patriot
- Adrienne D’Ambricourt – Margot
- Andrew McLaglen – Sgt. McNair
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- Director: Gregory Ratoff
- Writers: Etta Shiber (story), Boris Ingster, Gertrude Purcell (screenplay)
- Producer: Constance Bennett
- Cameraman: Lee Garmes
- Costumes: Drew Tetrick
- Editor: James E. Newcom
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Constance and Gracie play an American and a British woman trapped in Paris when the Nazis invade. Whilst trying to escape (unsuccessfully) they pick up and hide a young British airman shot down behind enemy lines, and manage to smuggle him out of the country.
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Lobby Cards

14ct and white gold brooch set with eleven assorted diamond, ruby, sapphire and emerald charms, one modelled as an envelope and inscribed, ‘To my Grace , Mario’
Sold in 2011 for £2,400
This publicity shot from ‘Paris Underground’ says a good deal about Gracie’s character. Dressed in one of her many furs, alongside an exquisite gold and diamond encrusted brooch, dandling with jewelled charms (bought for her by Monty) , Gracie has added a worthless piece of fan memorabilia (an example of which is shown on the photo).