''It is a largely-faithful adaptation of Shaw's play, with no significant cuts or alterations to the original text.'' In 48 BC,
Julius Caesar (
Claude Rains) arrives in
Egypt and, while wandering the desert at night, discovers the teenage
Cleopatra (
Vivien Leigh) hiding between the paws of a
Sphinx. Unaware of his identity, Cleopatra treats him as a kindly old man and confesses her terror of the invading
Romans. Caesar encourages her to find her courage so she may rule as a queen. After escorting her back to the palace, Caesar is greeted by his legions which makes Cleopatra realizes who he is and collapses into his arms in relief. At the palace in
Alexandria, Caesar meets Cleopatra’s younger brother and rival for the throne, King
Ptolemy (Anthony Harvey), along with his guardian
Pothinus (
Francis L. Sullivan). Caesar demands a large tribute and decrees that the siblings must reign jointly. The Egyptians reject the proposal and threaten military action. Caesar orders his aide, Rufio (
Basil Sydney), to seize the
Pharos lighthouse. While Caesar allows Ptolemy’s court to depart freely, Cleopatra and Pothinus remain with the Romans.As the
Siege of Alexandria begins, Cleopatra manages to smuggle herself through the blockades to Caesar’s position at the lighthouse by hiding inside a rolled-up
carpet. When the lighthouse is attacked by Egyptian forces, Caesar and his entourage, including his secretary Britannus (
Cecil Parker) and
Apollodorus (
Stewart Granger), are forced to dive into the harbor and swim to a Roman ship, with Cleopatra clinging to Caesar as they escape. Six months later, with the Romans still besieged in the palace, Pothinus attempts to undermine Cleopatra by telling Caesar that she is a traitress who is merely using Rome to secure her power. Caesar dismisses the claim as common political ambition, but a vengeful Cleopatra secretly orders her nurse, Ftatateeta (
Flora Robson), to assassinate Pothinus. The murder incites a riot among the Egyptian populace, who begin storming the palace. While Caesar departs to lead a counter-offensive, Rufio discovers Ftatateeta’s role in the assassination and kills her. Cleopatra later discovers her nurse’s body hidden behind a curtain.Following the total defeat of Ptolemy's forces and the King’s death by drowning in the
Nile, Caesar prepares to return to Rome. He appoints Rufio as the governor of the province. Cleopatra appears in mourning for Ftatateeta and accuses Rufio of murder. Caesar defends Rufio's actions, asserting that the killing was a pragmatic necessity rather than an act of malice. Though resentful, Cleopatra is pacified when Caesar promises to send the young commander
Mark Antony to Egypt. Caesar sets sail for Rome, leaving Cleopatra to rule Egypt alone. ==Cast==