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| Greta Garbo | Countess Marie Walewska |
| Charles Boyer | Emperor Napoleon Bonaparte |
| Reginald Owen | Tallyrand |
| Alan Marshall | Capt. d'Ornano |
| Henry Stephenson | Count Anastas Walewski |
| Leif Erickson | Paul Lachinski |
| Dame May Whitty | Dame May Whitty |
| C. Henry Gordon | Prince Poniatowski |
| Maria Ouspenskaya | Countess Pelagia Walewska |
| Claude Gillingwater | Stephan |
| George Houston | Grand Marshal George Duroc |
| George Zucco | Sen. Malachowski (uncredited) |
| Noble Johnson | Roustan (uncredited) |
| Scotty Beckett | Alexandre Walewska (uncredited) |
| Henry Kolker | Sen. Wybitcki (uncredited) |
| Ivan Lebedeff | Cossack Captain (uncredited) |
| Bodil Rosing | Anna |
| Lois Meredith | Countess Potocka (uncredited) |
| Oscar Apfel | Count Potocka (uncredited) |
| Betty Blythe | Princess Mirska (uncredited) |
In this historical drama, the home of Countess Marie Walewska is briefly overrun with Russian Cossacks before fleeing the oncoming Polish forces. When it is discovered that Napoleon Bonaparte is smitten with her from a prior encounter, Marie journeys to a meeting with the emperor to implore him to save Poland from further Russian aggression. Though it would mean the ruin of her marriage and reputation, she is tempted to give in to his amorous advances.
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