Flora Robson as Queen Elizabeth I of England

Raymond Massey as King Philip II of Spain

Leslie Banks as The Earl of Leicester

Laurence Olivier as Michael Ingolby

Vivien Leigh as Cynthia

Morton Selten as Lord Burleigh

Tamara Desni as Elena

Lyn Harding as Sir Richard Ingolby

George Thirlwell as Mr. Lawrence Gregory

Henry Oscar as Spanish Ambassador

Robert Rendel as Don Miguel

Robert Newton as Don Pedro

Donald Calthrop as Don Escobal

Charles Carson as Adm. Valdez

James Mason as Hillary Vane

Howard Douglas as Lord Amberley

Cecil Mainwaring as Lord Illingworth

Francis de Wolff as Sir James Tarleton

Graham Cheswright as Mr. Joseph Maddison

A. Corney Grain as Hatton

Laurence Hanray as French Ambassador

Roy Russell as Sir Humphrey Cooper

Evelyn Ankers as Lady-in-Waiting

Norma Varden as Elena's Governess (uncredited)