Bette Davis as Queen Elizabeth

Errol Flynn as The Earl of Essex

Olivia de Havilland as Lady Penelope Gray

Donald Crisp as Francis Bacon

Alan Hale as The Prince of Tyrone

Vincent Price as Sir Walter Raleigh

Henry Stephenson as Lord Burghley

Henry Daniell as Sir Robert Cecil

James Stephenson as Sir Thomas Egerton

Nanette Fabray as Mistress Margaret Radcliffe

Ralph Forbes as Lord Knollys

Robert Warwick as Lord Mountjoy

Leo G. Carroll as Sir Edward Coke

Guy Bellis as Lord Charles Howard (uncredited)

Jacob Dance as Essex's Soldier (uncredited)

Forrester Harvey as Bit Part (uncredited)

Holmes Herbert as Majordomo (uncredited)

I. Stanford Jolley as Spectator Outside Whitehall Palace (uncredited)

Doris Lloyd as Handmaiden (uncredited)

John Sutton as Capt. Armand of the Queen's Guard (uncredited)

Rosella Towne as Lady of the Court (uncredited)

Maris Wrixon as Lady of the Court (uncredited)