Queen Cleopatra VII of Egypt experiences both triumph and tragedy as she attempts to resist the imperial ambitions of Rome.
In 48 B.C., Julius Caesar (Sir Rex Harrison) pursues Pompey from Pharsalia to Egypt. Pharaoh Ptolemy XIII (Richard O'Sullivan), now supreme ruler after deposing his older sister, Cleopatra VII (Dame Elizabeth Taylor), attempts to gain favor with Caesar by presenting the conquerer with the head of Pompey, borne by his governors, Pothinus (Grégoire Aslan) and Achillas (John Doucette). To win Caesar's support from her brother, Cleopatra hides herself in a rug, which Apollodorus (Cesare Danova), her servant, presents to Caesar. The Roman is immediately infatuated. Banishing Ptolemy, he declares Cleopatra Egypt's sole ruler and takes her as his mistress. A son, Caesarion (Loris Loddi), is born of their union. Caesar, however, must return to Italy. Although he is briefly reunited with Cleopatra during a magnificent reception for the Queen in Rome, Caesar is assassinated shortly thereafter, and Cleopatra returns to Egypt. When Mark Antony (Richard Burton), Caesar's protégé, beholds Cleopatra aboard her elaborate barge at Tarsus some years later, he is smitten and becomes both her lover and military ally. Their liaison notwithstanding, Antony, to consolidate his position in Rome, marries Octavia (Jean Marsh), sister of the ambitious Octavian (Roddy McDowall). The marriage satisfies no one. Cleopatra is infuriated, and Antony, tiring of his Roman wife, returns to Egypt. There he flaunts his liaison by marrying Cleopatra in a public ceremony. Sensing Antony's weakness, Octavian attacks and defeats his forces at Actium. Alarmed, Cleopatra withdraws her fleet and seeks refuge in her tomb.
In 48 B.C., the young Queen of Egypt, Cleopatra VII (Dame Elizabeth Taylor), seduces Julius Caesar (Sir Rex Harrison), who has just defeated Pompey the Great and uses her charms to manipulate him and to establish her authority. Little by little, things will work out as planned, and now that the ambitious Cleopatra's son, Caesarion (Loris Loddi), is born, she can almost taste Egypt's long-awaited union with Rome, and the formation of a mighty empire. However, after Caesar's unforeseen death, the beautiful Queen will besiege his powerful Roman General, Mark Antony (Richard Burton), leading him to a personal and political demise, as Octavian (Roddy McDowall) takes over and wages war on the two lovers.
The story of Queen Cleopatra VII of Egypt (Dame Elizabeth Taylor) who wants to stabilize her power by using the tensions in the Roman Empire. Julius Caesar (Sir Rex Harrison) visits Egypt, has an affair with her, and returns to Rome. She bears his child and visits Rome to claim her place at Caesar's side. He is murdered before this can happen. She returns to Egypt leaving Rome in turmoil. Mark Antony (Richard Burton) follows her to Egypt and they fall in love. However, Octavian (Roddy McDowall) defeats Antony in battle.
Epic saga of the legendary Queen's reign from the time Julius Caesar (Sir Rex Harrison) arrived in Egypt until her death around eighteen years later. Cleopatra (Dame Elizabeth Taylor) is portrayed as a schemer, firstly to gain control over the Egyptian kingdom from her brother with whom she ruled jointly. Having gained the confidence of Caesar, they become lovers and she bears him the son he never had. Her attempts at ensuring that the boy takes his rightful place in Rome are thwarted when Caesar is assassinated and she flees back to Egypt. Many years later, Marc Antony (Richard Burton), now responsible for the eastern half of the Roman Empire, seeks an alliance with Egypt. He and Cleopatra become lovers and form a military alliance, but are forced to retreat after losing a major naval encounter at Actium. Both eventually take their own lives.
- The movie opens in 48 B.C. shortly after the Battle of Pharsalus where Julius Caesar (Rex Harrison) has defeated Pompey's army in a brutal civil war for control of the Roman Republic. Caesar learns that Pompey has fled to netrual Egypt, hoping to enlist the support of the young teenage Pharaoh Ptolemy XIII (Richard O'Sullivan) and his sister Cleopatra (Elizabeth Taylor).
A few months later, Caesar arrives in Alexandria, the then-capital of Egypt. He meets the teenage Ptolemy whom is frequently surrounced by an entourage of ministers and advisers, who seem to do most of the thinking and decision-making for him. As a gesture of 'goodwill', the Egyptians present Caesar with Pompey's severed head, but Caesar is not pleased; it is a sorry end for a worthy foe.
As Caesar settles in at the palace, Apollodorus (Cesare Danova), disguised as a rug peddler, brings a gift from Cleopatra. When a suspicious Caesar unrolls the rug, he finds Cleopatra herself concealed within. He is intrigued with the young queen's beauty and warm personality as she persuades him to help her take back her thrown from her younger brother.
Days later, Cleopatra warns Caesar that her brother has surrounded the palace with his soldiers and that he is vastly outnumbered. Caesar is unconcerned. He orders the Egyptian fleet burned so he can gain control of the harbor. The fire spreads to the city, burning many buildings, including the famous Library of Alexandria. Cleopatra angrily confronts Caesar, but he refuses to pull troops away from the fight with Ptolemy's forces to deal with the fire. In the middle of their spat, Caesar begins kissing her.
The Romans hold the main gate to the city after a fierce nightime battle. The next day, the armies of Mithridates arrive on Egyptian soil and drive off the armies of Ptolemy. The following day, Caesar passes judgment in a show trial. He sentences Ptolemy's lord chamberlain to death for arranging an assassination attempt on Cleopatra, and rules that Ptolemy and his tutor be bannished to the desert to join Ptolemy's now greatly outnumbered troops, a sentence of death as the Egyptian army faces off against the Mithridates.
Cleopatra is crowned Queen of Egypt. Afterwords, she tells him about her dreams of ruling the world with Caesar. A year later, a pregnant Cleopatra gives birth to their son Caesarion. Caesar accepts him publicly, which becomes the talk of Rome and the Senate.
Caesar returns to Rome for his triumph, while Cleopatra remains in Egypt. Two years pass before the two see each other again. After he is made dictator for life, Caesar sends for Cleopatra. She arrives in Rome in a lavish procession and wins the adulation of the Roman people. The Roman Senate grows increasingly discontented amid rumors that Caesar wishes to be made king, which is anathema to the Romans.
On the Ides of March in 44 B.C., the Senate is preparing to vote on whether to award Caesar additional powers for the Republic. Despite warnings from his wife Calpurnia (Gwen Watford) and Cleopatra, he is confident of victory. However, he is stabbed to death by various senators.
Octavian (Roddy McDowall), Caesar's nephew, is named as his heir, not Caesarion. Realizing she has no future in Rome, Cleopatra returns home to Egypt.
Two years later in 42 B.C., Caesar's assassins, among them Cassius (John Hoyt) and Brutus (Kenneth Haigh), are killed at the Battle of Philippi. Marc Antony (Richard Burton) establishes a Second Triumvirate goverment with Octavian and Lepidus. They split up the empire: Lepidus receives Africa, Octavian Spain and Gaul, while Antony will take control of the eastern provinces including Asia Minor and Syria. However, the rivalry between Octavian and Antony is becoming apparent.
In 38 B.C., while planning a campaign against Parthia in the east, Antony realizes he needs money and supplies, and cannot get enough from anywhere but Egypt. After refusing several times to leave Egypt, Cleopatra gives in and meets him in Tarsus. Antony becomes drunk during a lavish feast aboard Cleopatra's large golden ship. Cleopatra sneaks away, leaving a slave dressed as her, but Antony discovers the trick and confronts the queen in her bed chaimber. They soon become lovers.
Octavian uses their affair in his smear campaign against Antony. When Antony returns to Rome to address the situation brewing there, Octavian traps him into a marriage of state to Octavian's sister, Octavia (Jean Marsh). Cleopatra flies into a rage when she learns the news.
A year or so later, when Antony next sees Cleopatra, he is forced to humble himself publicly. She demands a third of the Roman empire in return for her aid. Antony acquiesces and divorces Octavia. Octavian clamors for war against Antony and his "Egyptian whore". The Senate is unmoved by his demands until Octavian reveals that Antony has left a will stating that he is to be buried in Egypt; shocked and insulted, the Senators who had previously stood by Antony abandon their hero and vote for war. Octavian murders the Egyptian ambassador, Cleopatra's tutor Sosigenes (Hume Cronyn), on the Senate steps.
The war is decided at the naval Battle of Actium on September 2, 31 B.C. where Octavian's battle fleet, led by General Agrippa (Andrew Keir) lures the overconfident Antony's ships away from land and defeats them in piecemeal. Seeing Antony's ship burning, Cleopatra assumes he is dead and orders the Egyptian forces home. Antony follows, leaving his fleet leaderless and soon defeated.
Several months later, Cleopatra manages to convince Antony to retake command of his troops and fight Octavian and Agrippa's advancing army. However, Antony's soldiers have lost faith in him and abandon him during the night. Rufio (Martin Landau), the last man loyal to Antony, is killed. Antony tries to goad Octavian into single combat, but is finally forced to flee to Alexandria.
When Antony returns to the palace, Apollodorus, not believing that Antony is worthy of his queen, convinces him that she is dead, whereupon Antony falls on his own sword. Apollodorus then takes Antony to Cleopatra, and he dies in her arms. Octavian captures the city without a battle and Cleopatra is brought before him. He wants to return to Rome in triumph, with her as his prisoner. However, realizing that her son is also dead, she arranges to be bitten by a poisonous asp. In the final shot, Octavian and Agrippa enter Cleopatra's temple afterwords to see her dead, dressed in a gold funeral robe with her two handmaidens, also bitten by the same venomous snake that Cleopatra allowed herself to get bitten, dying by her side. Octavian also finds a last letter from Cleopatra requesting to be buried with Marc Antony.
In the voice-over epilogue, the narrator claims that Octavian accepted Cleopatra's last request and allowed her to be buried with full honors next to Marc Antony inside her palace in Alexandria. Octavian returned to Rome several months later in to a hero's welcome for ending the last Roman civil war, and two years later, Octavian adopted the name Augustus and proclaimed himself emperor of the newly formed Roman Empire, and Egypt became a conqured Roman provence.