George Bernard Shaw adapted his own play about Julius Caesar's visit to Egypt and relationship with young Cleopatra.
By a sphinx at night Julius Caesar (Claude Rains) is alone with Cleopatra (Vivien Leigh); she does not know who he is and says she is afraid of Caesar. They go into her palace, and he tells her to command Ftatateeta (Flora Robson). Roman soldiers arrive and hail Caesar. King Ptolemy (Anthony Harvey) is a boy and announces he will not let Cleopatra take his throne. Rufio (Basil Sydney) enters with Caesar, who meets Pothinus (Francis L. Sullivan), General Achillas (Anthony Eustrel), and Theodotus (Ernest Thesiger). Caesar asks Pothinus for 16,000 talents and calls in Cleopatra, who pushes Ptolemy off the throne. She tells Caesar that her brother Ptolemy is her husband. Caesar decides that both shall rule, and his soldiers enter. Lucius Septimus (Raymond Lovell) says that he cut off Pompey's head. Caesar lets Lucius and the Egyptians go. He advises Ptolemy to leave too and Cleopatra to stay.
Caesar works on documents, and Ftatateeta tells Cleopatra to bathe every day. Cleopatra tells Caesar that she wants to marry Mark Antony. Caesar learns that Achillas is attacking with Romans. Caesar orders the ships burned, and Pothinus tells him that Ptolemy now controls Alexandria. Theodotus complains to Caesar that the library is burning, and Caesar says that he can use the legions of Achillas to save the library. Cleopatra laughs at Caesar's baldness, and he goes to seize the lighthouse. Apollodorus (Stewart Granger) arrives. Cleopatra wants to take a boat with him, but a Roman guard stops her. Apollodorus fights the guards. The Quayside centurion (Michael Rennie) orders the guards, and they cannot be bribed by Apollodorus. Cleopatra has Apollodorus take her in a rolled carpet. A crane hoists them up to the lighthouse, and Caesar finds her inside. The Egyptians attack. Apollodorus and Caesar dive into the sea, and Cleopatra is thrown in and rescued by Caesar.
The outnumbered Romans have held the palace for six months. Pothinus comes to Cleopatra and asks for his freedom. She says she will govern when Caesar leaves. Pothinus tells Ftatateeta that Cleopatra serves the Romans. Rufio comes to Caesar with Pothinus, who warns him that Cleopatra wants to rule. Caesar frees Pothinus, but Cleopatra tells Ftatateeta to kill Pothinus. While Caesar is dining with Cleopatra, Apollodorus, and Rufio, they hear a cry. Lucius tells Caesar that people are aroused because Pothinus is dead. Cleopatra admits that she ordered it, and Caesar criticizes her. Lucius comes over to Caesar's side and says reinforcements are coming. Caesar explains his strategy, and Cleopatra feels neglected. Caesar's army meets the forces of Achillas in the desert. Caesar triumphs and is cheered. He appoints Rufio governor, and Britannus (Cecil Parker) is glad to be Caesar's slave. Caesar sees Cleopatra in mourning and learns Rufio killed Ftatateeta. Caesar tells Cleopatra that he will send her Mark Antony and departs.
Shaw refused to allow any sexual scenes even though
the historical Cleopatra bore Caesar's son. Perhaps Shaw's best
theme is in Caesar's line, "And so to the end of history,
murder shall breed murder, always in the name of right, and justice,
and peace, until the gods create a race of men that can understand."