In this film adaptation of George Bernard Shaw's lavish epic, the venerable Julius Caesar (Claude Rains) meets Cleopatra (Vivian Leigh) under the Sphinx in ancient Egypt. Although the Roman Emperor finds her childishly innocent, she is capable of seizing the throne from her brother and cold-bloodedly committing murder. Captivated by her youthful beauty, Caesar sets out to refine Cleopatra's rough edges into a more royal demeanor, befitting a queen. Even in the midst of his campaign to conquer Egypt, he finds the time to teach her about life and politics.