Lynn Redgrave as Cleopatra

Timothy Dalton as Antony

James Avery as Mardian

Sharon Barr as Octavia

Michael Billington as Ventidius

Earl Boen as Lepidus

John Carradine as Soothsayer

Anthony Geary as Octavius Caesar

Jack Gwillim as Rustic

Walter Koenig as Pompey

Nichelle Nichols as Charmain

Alvah Stanley as Thidias

Pauline Peart as