Claudette Colbert as Cleopatra

Warren William as Julius Caesar

Henry Wilcoxon as Marc Antony

Joseph Schildkraut as King Herod

Ian Keith as Octavian

Gertrude Michael as Calpurnia

C. Aubrey Smith as Enobarbus

Irving Pichel as Apollodorus

Arthur Hohl as Brutus

Edwin Maxwell as Casca

Ian Maclaren as Cassius

Eleanor Phelps as Charmion

Leonard Mudie as Pothinos

Grace Durkin as Iras

Ferdinand Gottschalk as Glabrio (scenes deleted)

Claudia Dell as Octavia

Harry Beresford as Soothsayer

Jayne Regan as Lady Vesta

William Farnum as Lepidus

Lionel Belmore as Fidius

Florence Roberts as Lady Flora

Richard Alexander as General Philodemas

Celia Ryland as Lady Leda

William V. Mong as Court Physician

Robert Warwick as General Achillas

George Walsh as Courier

Kenneth Gibson as Scribe

Wedgwood Nowell as Scribe

Bruce Warren as Scribe

Robert Seiter as Aelius (as Robert Manning)

Edgar Dearing as Convict

John Carradine as Roman Citizen/Party Guest/Soldier (uncredited) (voice)

Wilfred Lucas as Roman Greeting Antony (uncredited)

David Niven as Slave (uncredited)

Olga Celeste as Slave Girl (uncredited)