This work studied the high-temperature oxidation resistance properties of Mg alloys with Gd and Ca. The oxidation property of Mg-3.5Gd-xCa (x = 0, 0.5, 1.0 and 3.0 wt%) alloys followed parabolic oxidation kinetics at 500 degrees C. A stable oxide film was formed on the alloy surface and limited further oxidation. The oxide film was composed of Gd2O3, MgO and MgCO3 for Mg-3.5Gd and was mainly CaO and CaCO3 with increasing Ca content for Mg-3.5Gd-xCa alloys. The high oxidation affinity of Ca caused it to be oxidized preferentially and the fast diffusion of Ca in Mg alloys provided a source for the continuous oxidation of Ca at the surface. The parabolic rate constant, grains size and surface roughness of the oxide film increased with the increasing Ca content in Mg-3.5Gd-xCa alloy. The understanding of multi-element alloying on the oxidation behavior of Mg alloy is helpful for the design of multi-element oxidation-resistant Mg alloys.