"The aging Caesar finds himself intrigued by the young Egyptian queen. Adapted by George Bernard Shaw from his own play."
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
Mary Boyle
Dorothy Bramhall
as Lady (uncredited)
Bernard Bright
Olwen Brookes
as Slave Girl (uncredited)
Ena Burrill
Mihalis Kakogiannis
Alice Calvert
Cecil Calvert
Bob Cameron
as Bucinator (uncredited)
Jill Carpenter
Gerald Case
as Roman Tax Officer (uncredited)
O.B. Clarence
as Egyptian (uncredited)
Paul Croft
Jackie Daniels
Ronald Davidson
as Roman Officer (uncredited)
Anna Davis
Daphne Day
Bernard de Gautier
as Assistant Palace Official (uncredited)
Nantando de Villiers
as Fan Girl (uncredited)
Roy Ellett
Lilla Erulkar
Margaret Fernald
Ingrid Forrest
as Dancer (uncredited)
Harold Franklyn
Toni Gable
Gordon Gantry
Renee Gilbert
Babette Griffin
Kathleen Harrison
as Egyptian Woman (uncredited)
Margaret Harvey
Michael Martin Harvey
Billy Holland
Jean Hulley
Hamilton Humphries
as Auxiliary Roman Sentinel (uncredited)
Moya Iles
Basil Jayson
as Mithridates (uncredited)
Virginia Keiley
Frederick Kelsey
as Senator (uncredited)
Gerhard Kempinski
as Angry Boatman (uncredited)
Kay Kendall
Don Kenito
as Singing Boatman (uncredited)
Rita Lancaster
Harry Lane
Hilda Lawrence
Alan Lewis
Peter Lilley
Leonard Llewellyn
as Palace Official (uncredited)
Peter Lord
as Special Roman Centurian (uncredited)
George Luck
Mary Macklin
H.F. Maltby
Zena Marshall
as Lady-in-Waiting (uncredited)
Gibb McLaughlin
as High Priest (uncredited)
Barry Meaton
Mary Midwinter
Roma Milne
Charles Minor
Anne Moore
Roger Moore
as Roman Soldier (uncredited)
Cathleen Nesbitt
Shaun Noble
as Aide to Achillas (uncredited)
Louise Nolan
Charles Paton
Ingrid Puxon
Jean Richards
Princess Roshanara
Roy Russell
Anne Sassoon
Jean Simmons
as Harpist (uncredited)
Eve Smith
Don Stannard
Russell Thorndike
as Harpist's Master (uncredited)
Ludwig von Wohl
Abdul Wahab
as Cleopatra's Attendant (uncredited)
C. Jervis Walter
Wilfred Walter
Mackenzie Ward
Jeanee Williams
Gabriel Pascal
Director
George Bernard Shaw
Writer
Jack Cardiff
Director of Photography
Robert Krasker
Frederick Wilson
Editor
Jack Hildyard
Oliver Messel
Costume Design
Georges Auric
Original Music Composer
Producer
Freddie Young
John Bryan
Art Direction
George Paternoster
Boom Operator