In 48 BC, Cleopatra [Claudette Colbert] contends with her brother Ptolemy for the throne of Egypt, while a cruel plot unfolds that drags Rome into the fray. Pothinos [Leonard Mudie] abducts Cleopatra and Apollodorus [Irving Pichel] and strands them in the desert, then informs Julius Caesar [Warren William] that the queen has fled. Caesar is tempted to strike a bargain with Ptolemy, but the arrival of Apollodorus bearing a dramatic gift unsettles the plan. When he unrolls the carpet, Cleopatra emerges, and Pothinos is forced to confront the truth of who she really is. Caesar sees through the deception and is drawn into Cleopatra’s orbit, enticed by visions of Egypt’s wealth and India’s riches.
Caesar returns to Rome with Cleopatra to a chorus of acclaim, but Roman unease grows as powerful figures—Cassius [Ian Maclaren], Casca [Edwin Maxwell], Brutus [Arthur Hohl] and others—sense that Caesar intends to undermine the Republic and crown Cleopatra as empress after divorcing Calpurnia. A foreboding warning from a soothsayer [Harry Beresford] goes unheeded as Caesar presses ahead, and he is assassinated in the Senate, a turning point that shocks Cleopatra and reshapes the fate of both lovers and empire. Cleopatra, crushed by the news, is told by Apollodorus that Caesar’s motives were rooted in power and wealth rather than love, and the two of them decide to return home to protect Egypt.
Bitter rivals Marc Antony [Henry Wilcoxon] and Octavian [Ian Keith] are named Rome’s co-rulers, and Antony’s first impulse is to meet Cleopatra in Tarsus with the aim of bringing her back to Rome. Enobarbus [C. Aubrey Smith], his trusted ally, warns him against entangling with Cleopatra, but Antony is irresistibly drawn to her. The pair sail to Egypt, where King Herod [Joseph Schildkraut], secretly allied with Octavian, visits them and suggests a path to appeasement through Cleopatra’s fate. Cleopatra secretly tests a poison on a condemned man to understand its workings, even as the two lovers prepare for the looming war that will decide their fate.
War erupts as Octavian declares his ambitions and Antony rallies his forces, though he finds his loyal numbers dwindling—Enobarbus ultimately deserts him. A montage traces the battles that culminate in the decisive naval Battle of Actium, shrinking Antony’s options and tightening Octavian’s grip on power. Surrounded and besieged, Antony begs for mercy and, believing Cleopatra has betrayed him, fights on in a last, futile effort. Cleopatra returns to the shelter of her palace, grieving, but the romance endures in tragedy: Antony dies, and, after their reconciliation in his final moments, Cleopatra chooses to end her life with a venomous snake, dying on her throne as the walls close in on Octavian’s victory.
