Cleopatra (Vivien Leigh) isn't long into her reign in Egypt when she is graced with a visit by Julius Caesar (Claude Rains). Shortly after meeting this alluring, beautiful, and intelligent woman, Caesar finds himself attracted to Cleopatra, and he is thinking more about romance than business, or anything else for that matter. Cleopatra is a little less sure of the possibility of romance, but has found a certain appeal in having a friendship with someone as powerful and influential as Caesar. Will the two find a happy ground and find a meaningful relationship with one another, or will their distractions stop them from seeing something bigger happening around them?