In episode 9 of this season, "An Object Of Value", veteran British actress Cathleen Nesbitt made a guest appearance as Lady Southwold, Lady Marjorie's mother. At the end of the second season, actresses Rachel Gurney (as Lady Marjorie) and Nicola Pagett (as Elizabeth) permanently left the series, although Gurney would appear briefly in the premiere episode of the third season ("Miss Forrest"). Pagett's character of Elizabeth would never be seen again although she was constantly mentioned throughout the remainder of the series. Actresses Meg Wynn Owen as Hazel Forrest Bellamy, James's wife; and Lesley-Anne Down as Georgina Worsley, Richard's ward and James's cousin became the major female upstairs characters.