Claude Rains as Julius Caesar

Vivien Leigh as Cleopatra

Stewart Granger as Apollodorus

Flora Robson as Ftatateeta

Francis L. Sullivan as Pothinus

Basil Sydney as Rufio

Cecil Parker as Britannus

Raymond Lovell as Lucius Septimus

Anthony Eustrel as Achillas

Ernest Thesiger as Theodotus

Anthony Harvey as Ptolemy

Robert Adams as Nubian Slave

Olga Edwardes as Cleopatra's Lady Attendant

Stanley Holloway as Belzanor

Michael Rennie as 1st Centurion

Esme Percy as Major Domo

Leo Genn as Bel Affris

Alan Wheatley as Persian

Charles Victor as 1st Porter

Ronald Shiner as 2nd Porter

John Laurie as 1st. Auxiliary Sentinel

James McKechnie as 2nd. Centurion

Anthony Holles as Boatman

John Bryning as Sentinel

Charles Rolfe as 2nd. Auxiliary Sentinel

Felix Aylmer as 1st. Nobleman

Ivor Barnard as 2nd. Nobleman

Valentine Dyall as 1st. Guardsman

Charles Deane as 2nd. Guardsman

B.Q. Alakija as Ethiopian Dancer (uncredited)

Chick Alexander as Major Domo's Attendant (uncredited)

Hylton Allen as Councillor (uncredited)

Renée Asherson as Iras (uncredited)

Marie Ault as Egyptian Lady (uncredited)

Peter Bayliss as Aide to Mithridates (uncredited)

André Belhomme as Boatman (uncredited)

Agnes Bernelle as Lady in Waiting (uncredited)

June Black as Lady in Waiting (uncredited)

Mary Boyle as Lady in Waiting (uncredited)

Dorothy Bramhall as Lady (uncredited)

Bernard Bright as Ethiopian Dancer (uncredited)

Olwen Brookes as Slave Girl (uncredited)

Ena Burrill as Egyptian Lady (uncredited)

Mihalis Kakogiannis as Councillor (uncredited)

Alice Calvert as Lady in Waiting (uncredited)

Cecil Calvert as Councillor (uncredited)

Bob Cameron as Bucinator (uncredited)

Jill Carpenter as Lady in Waiting (uncredited)

Gerald Case as Roman Tax Officer (uncredited)

O.B. Clarence as Egyptian (uncredited)

Paul Croft as Councillor (uncredited)

Jackie Daniels as Lady (uncredited)

Ronald Davidson as Roman Officer (uncredited)

Anna Davis as Lady in Waiting (uncredited)

Daphne Day as Lady in Waiting (uncredited)

Bernard de Gautier as Assistant Palace Official (uncredited)

Nantando de Villiers as Fan Girl (uncredited)

Roy Ellett as Councillor (uncredited)

Lilla Erulkar as Lady in Waiting (uncredited)

Margaret Fernald as Lady (uncredited)

Ingrid Forrest as Dancer (uncredited)

Harold Franklyn as Boatman (uncredited)

Toni Gable as Lady (uncredited)

Gordon Gantry as Roman Officer (uncredited)

Renee Gilbert as Slave Girl (uncredited)

Babette Griffin as Lady (uncredited)

Kathleen Harrison as Egyptian Woman (uncredited)

Margaret Harvey as Lady (uncredited)

Michael Martin Harvey as Councillor (uncredited)

Billy Holland as Roman Officer (uncredited)

Jean Hulley as Lady in Waiting (uncredited)

Hamilton Humphries as Auxiliary Roman Sentinel (uncredited)

Moya Iles as Slave Girl (uncredited)

Basil Jayson as Mithridates (uncredited)

Virginia Keiley as Lady in Waiting (uncredited)

Frederick Kelsey as Senator (uncredited)

Gerhard Kempinski as Angry Boatman (uncredited)

Kay Kendall as Slave Girl (uncredited)

Don Kenito as Singing Boatman (uncredited)

Rita Lancaster as Lady (uncredited)

Harry Lane as Councillor (uncredited)

Hilda Lawrence as Slave Girl (uncredited)

Alan Lewis as Councillor (uncredited)

Peter Lilley as Roman Officer (uncredited)

Leonard Llewellyn as Palace Official (uncredited)

Peter Lord as Special Roman Centurian (uncredited)

George Luck as Councillor (uncredited)

Mary Macklin as Lady (uncredited)

H.F. Maltby as Councillor (uncredited)

Zena Marshall as Lady-in-Waiting (uncredited)

Gibb McLaughlin as High Priest (uncredited)

Barry Meaton as Councillor (uncredited)

Mary Midwinter as Lady in Waiting (uncredited)

Roma Milne as Fan Girl (uncredited)

Charles Minor as Boatman (uncredited)

Anne Moore as Slave Girl (uncredited)

Roger Moore as Roman Soldier (uncredited)

Cathleen Nesbitt as Egyptian Lady (uncredited)

Shaun Noble as Aide to Achillas (uncredited)

Louise Nolan as Lady (uncredited)

Charles Paton as Councillor (uncredited)

Ingrid Puxon as Lady in Waiting (uncredited)

Jean Richards as Lady in Waiting (uncredited)

Princess Roshanara as Lady (uncredited)

Roy Russell as Councillor (uncredited)

Anne Sassoon as Slave Girl (uncredited)

Jean Simmons as Harpist (uncredited)

Eve Smith as Fan Girl (uncredited)

Don Stannard as Roman Officer (uncredited)

Russell Thorndike as Harpist's Master (uncredited)

Ludwig von Wohl as Palace Official (uncredited)

Abdul Wahab as Cleopatra's Attendant (uncredited)

C. Jervis Walter as Councillor (uncredited)

Wilfred Walter as Councillor (uncredited)

Mackenzie Ward as Councillor (uncredited)

Jeanee Williams as Lady in Waiting (uncredited)