There is a great deal of palace intrigue and skullduggery going on about Cleopatra and her arch-rival brother Ptolemy. Some excitement is generated when the queen is imprisoned and a devoted lovestruck soldier (Giorgio Ardisson) risks his life to free her. After several perilous shifts in the power struggle, the film ends at that entrancing legendary moment when she is smuggled into Caesar's presence rolled in a carpet. Julius (played by a much too young Gordon Scott in a brief cameo role) is bemused.