Godfrey Winn as Truelove Colin Gordon as Edward Noakes, the Insurance Assessor Desmond Walter-Ellis as Leonard Edwards Arthur Mullard as Big Jim Norman Mitchell as William Cyril Chamberlain as Maxie Larry Martyn as Chips Peter Gilmore as Butters Leon Thau as Fordbridge porter Michael Ripper as The Liftman at the Ministry Stratford Johns as The Voice Jeremy Clyde as Monty George Benson as Gore-Blackwood William Kendall as Mr Parker Maureen Crombie as Marcia Askett Susan Jones as Lavinia Askett Barbara Couper as Mabel Radnage, the deputy headmistress Elspeth Duxbury as Veronica Bledlow, the Maths mistress Carole Ann Ford as Albertine, the French mistress Margaret Nolan as Susie Naphill (The scene where Nolan performs the strip is based on an original performance she did in a Soho nightclub, with the music by the John Barry Seven), the Art mistress Maggie Rennie as Magda O'Riley, the Games mistress Jean St Clair as Drunken Dolly, the Music mistress Jonathan Cecil as Alfred Askett's last customer before closing (uncredited) Guy Standeven as Sir Horace's Chauffeur (uncredited) Schoolgirls (uncredited): Ingrid Boulting Sally Geeson Sally-Jane Spencer Michelle Scott Desmond Walter-Ellis died in 1994 aged 80. Jeremy Clyde and Carole Ann Ford are the last two surviving credited adult stars as of 2022. Filming notes The railway scenes were filmed on the former Longmoor Military Railway (closed in 1969). In the final railway scene where the girls 'return' the money the British Railways station at Liss can be seen in the background. The locomotives used were: Longmoor Military Railway WD Austerity 2-10-0 AD601 'Kitchener' as the express locomotive in mock-up green livery and carrying a fake BR-pattern numberplate on the smokebox door until its scrapping in 1967. Two Ministry of Supply "Austerity" 0-6-0ST Tank Engines, one of which was mocked up to resemble a J50 and temporarily renumbered 68961, but in reality was WD157 Constantine (this locomotive was scrapped in 1968 by Pollock Brown at Southampton), the other one, WD196 Errol Lonsdale, painted black and given the number 68011. Errol Lonsdale was later saved for preservation, spending time at the Kent & East Sussex Railway, the Mid Hants Railway, and the South Devon Railway, but is now at Stoomcentrum Maldegem. One LMS diesel shunter {BR Class 11} in Longmoor colours. A DEMU in BR livery as the commuter train commandeered by the police (number 1102, Class 205). A Wickham trolley used in the school staff's attempt to