It is about—no prizes for guessing correctly—Cleopatra VII, Queen of Egypt. The film opens in 48 BC, with Cleopatra struggling with her brother Ptolemy XIII for control of the country. Cleopatra has been dumped in the desert by Pothinos, a minister loyal to Ptolemy, but she makes her way back to Alexandria to meet Julius Caesar (Warren William). Using her feminine wiles, she seduces Caesar and gets him to back her claim to the throne of Egypt.
Later, after Caesar's Senate colleagues get all stabby, she again uses her feminine charms on Caesar's lieutenant, Mark Antony (Henry Wilcoxon). But there's the small matter of Caesar's nephew and heir, Octavian, who also desires to rule the Roman state.
One of many film representations of the life of Cleopatra, with the 1963 Elizabeth Taylor film being the most famous. Made at the tail end of The Pre-Code Era and thus chock full of half-naked women. De Mille watched the silent Cleopatra film with Theda Bara as preparation for this movie, and thus was probably the last person to see it, as the negative of the Bara film was destroyed in a 1937 fire.
The gorgeous Art Deco costumes were created by Travis Banton, Paramount's in-house designer.
- Alcohol Hic: Cleopatra does this while drinking too much wine with Antony, and she becomes embarrassed because queens aren't supposed to hiccup.
- Artistic License History:
- Certainly not rigorous about history, but then nobody ever was during the era. In this one Octavian knows he's Caesar's heir before Caesar dies.
- In the movie Brutus and company assassinate Caesar because they think he's going to proclaim himself king and make Cleopatra his queen. In Real Life, while the assassins certainly had their suspicions about Caesar's desire for a throne, and while his association with Cleopatra was certainly bad PR for Caesar, the assassins struck at that time because they had to. Caesar was three days away from leaving for a military campaign in the east that was expected to keep him away for a couple of years.
- As You Know:
- "You see how wise your father was to make Rome the protector of you and your brother king Ptolemy."
- Octavia says "You're my brother, and Mark is my husband."
- Blood on the Debate Floor: Hard to make a story where Julius Caesar is a main character and not have this.
- Cat Fight: Literally, in the dinner theater stage show Cleopatra stages for Antony. Three hot slave girls, dressed as cats. Fighting.
- Chick Magnet: When Mark Antony makes his first entrance, seven chattering, half-naked rich Roman ladies surround him, before he breaks free of them and makes it to Calpurnia and his wife.
- Costume Porn: Every outfit that Claudette wears is magnificent, not only for its decadence, but for being one of the best examples of Art Deco design.
- Curtain Camouflage: Pothinos hides behind a curtain in order to kill Cleopatra, or maybe Caesar. Cleopatra sees his shoes, however, and plunges a javelin into his stomach.
- Door-Closes Ending: As Cleopatra dies on her throne, the camera pulls back, and a great stone gate closes, before The End comes up onscreen.
- Driven to Suicide: Cleopatra and Antony, by asp and a dagger to the guts respectively.
- Establishing Character Moment: Antony makes his first entrance in a centurion's full uniform, wearing a big dumb grin on his face, leading two enormous dogs by the leash. In the same scene, Octavian is scowling and crabby and complaining about how Caesar writes Antony and not him.
- Fanservice: Colbert as Cleopatra goes around wearing a costume that is little more than two straps of cloth covering her breasts. Later she wears a bikini top.
- Fanservice Extra: The woman in the opening credits who appears to be nude, but artfully lit so she's not quite visible. All of Cleopatra's ladies-in-waiting. The dancing girls. Lots.
- Have a Gay Old Time: When a cranky Octavian makes a nasty remark to Antony, Antony says Octavian is in "his usual gay mood."
- Ironic Echo: In his first scene, when he's ridiculing Caesar's obsession with Cleopatra, a sexist Antony says that women can't think and are playthings for men. At the end, facing his doom, he laments that he couldn't think and he became the plaything for a woman.
- Meet Cute: Cleopatra meets Caesar when she is smuggled into his presence wrapped up in a blanket, something that apparently actually happened.
- Race Lift: While scholars aren't quite sure just how brown or white Cleopatra was—she was descended from Greeks, after all, not Egyptians—she surely wasn't as white as Claudette Colbert.
- Shout-Out to Shakespeare: Cassius's line "Was I not born as free as Caesar?" is an obvious shout out to his line in Shakespeare's play, "I was born as free as Caesar."
- Shown Their Work: Surprisingly accurate representation of Antony and Cleopatra's end: the two of them holed up almost alone, Antony stabbing himself in the gut but taking a long time to die, Cleopatra trying to make another deal but getting blown off by Octavian, and Cleopatra finally taking the asp.
- Too Important to Walk: Cleopatra is carried on an enormous litter during Caesar's triumph. Also towards the end when she goes to Octavian to surrender.
- Widow's Weeds: She wasn't his widow, and they weren't exactly weeds—but the black cloak that Cleopatra is wearing in the wake of Caesar's assassination is the only time in the movie she's not dressed for Fanservice.