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At the height of the Roman Civil War, a young Cleopatra (Vivien Leigh) meets a middle-aged Julius Caesar (Claude Rains), who teaches her how to rule Egypt.

Shaw's legendary wit turns political drama into sparkling comedy when veteran strategist Julius Caesar becomes mentor to the enchanting teenage queen of Roman-occupied Egypt. Their first encounter under a desert moon will lead to a shift in the course of history, as Cleopatra gradually overcomes her timidity to become a determined player in the game of power politics

In Roman-dominated Egypt, the corrupt administration of a governor named Petronius has sparked a revolt headed by El Kabir, a young man who learns that he's actually the son of Cleopatra and Julius Caesar. When Petronius' daughter, Livia, newly-arrived from Rome, falls into his hands, El Kabir uses this opportunity to win her over to his side before releasing her to her father. Livia's efforts to promote peace, however, are thwarted, and only the arrival of Octavian Caesar can bring about a resolution to the troubled situation.

Julius Caesar's arrival in Egypt proves to be more than interesting to the beautiful Cleopatra, ambitious sister to the boy pharaoh.

When Julius Caesar and his roman legions prepare to enter the Egyptian kingdom of Cleopatra, the terrified young queen flees.

Julius Caesar's advance into Egypt is halted when he meets Cleopatra, the sister of the boy pharaoh.