Devious Egyptian queen Cleopatra (Claudette Colbert) struggles to maintain her tenuous hold on her kingdom, wooing her lovers Julius Caesar (Warren William) and Marc Antony (Henry Wilcoxon) while manipulating the ongoing power struggle between the two Romans for her own nefarious ends. Director Cecil B. DeMille fills the oft-told story with lavish musical production numbers and his trademark large-scale set pieces, as well as a tongue-in-cheek attitude toward sexuality.