Cast
- Terence Stamp as Billy Budd
- Robert Ryan as John Claggart, Master d'Arms
- Peter Ustinov as Edwin Fairfax Vere, Post Captain
- Melvyn Douglas as The Dansker, sailmaker
- Paul Rogers as Philip Seymour, 1st Lieutenant
- John Neville as Julian Radcliffe, 2nd Lieutenant
- David McCallum as Steven Wyatt, Gunnery Officer
- Ronald Lewis as Enoch Jenkins, maintopman
- Lee Montague as Squeak, Mr. Claggart's assistant
- Thomas Heathcote as Alan Payne, maintopman
- Ray McAnally as William O'Daniel, maintopman
- Robert Brown as Talbot
- John Meillon as Neil Kincaid, maintopman
- Cyril Luckham as Hallam, Captain of Marines
- Niall MacGinnis as Captain Nathaniel Graveling
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