52岁的凯撒(雷克斯•哈里森 Rex Harrison 饰)以罗马执行官的身份驾临埃及,为了解决王室姐弟争位的事端。皇姐克里奥佩特拉(伊丽莎白•泰勒 Elizabeth Taylor 饰)美艳绝伦,凭借自身的魅力和政治手腕,迅速让凯撒拜倒在她的石榴裙下,不但获得了对埃及的统治权,而且还以美貌征服了罗马。 克氏与凯撒完婚后,为其产下一子,深得凯撒喜欢,被立为继承人。但此事引起了凯撒手下大将安东尼(理查德•伯顿 Richard Burton 饰)与屋大维(罗迪•麦克道尔 Roddy McDowall 饰)的不满。在凯撒遇刺驾崩之后,安东尼接掌了罗马的统治权,但他同样无法抵挡克氏的绝世美貌。当安东尼彻底沉溺于暴风雨般爱情的时候,身在罗马的屋大维已经吹响了夺权的号角……In 48 B.C., Caesar pursues Pompey from Pharsalia to Egypt. Ptolemy, now supreme ruler after deposing his older sister, Cleopatra, attempts to gain favor with Caesar by presenting the conquerer with the head of Pompey, borne by his governors, Pothinos and Achillas. To win Caesar's support from her brother, Cleopatra hides herself in a rug, which Apollodorus, 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, 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, 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, sister of the ambitious Octavian. 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.