Director William Castle, a "Poor Man's" Alfred Hitchcock, uses every trick in the book in an effort to make this film work from a woman dancer painted in gold (pre- "Goldfinger) to a man wrestling a bear ala the Samson vs the lion in "Samson and Delilah" ... but nothing can save this clunker. Rhonda Fleming, a "Poor Man's Cleopatra" appears lost against the likes of previous portrayals provided by the likes of Elizabeth Taylor, Vivian Leigh, and Claudette Colbert. Making matters worse, she changed the color of her hair for this film. The result is about as successful as when Lana Turner traded her blonde mane to become a brunette in "Betrayed". Bad move ... then again Cleopatra didn't have red hair ... so maybe Fleming shouldn't have made this movie at all. Raymond Burr's "Poor Man's" portrayal of Marc Anthony falls flat when compared to the likes of the work of Marlon Brando ("Julius Caesar") Richard Burton ("Cleopatra"), Claude Rains ("Ceasar and Cleopatra"). It's no wonder after a history of playing heavies in many 1950's mediocre films that he finally escaped to the sanctuary of television, and found a much needed success in either a courtroom ("Perry Mason") or a wheelchair ("Ironside"). One can't really blame the sets or the beautiful Technicolor, but the story line and the script were downright outrageous. Cleopatra (Rhonda Fleming) in this film plays the "heavy" and is using Marc Anthony (Raymond Burr) in an effort to defeat Rome. Lucilius (William Lundigan), a former confidant of Brutus, becomes friends with Marc Anthony and tries to save him from "himself" and the wicked Queen. In the meantime, Cleopatra, falls for Lucilius but is not able to win him over to her side. Is there anyone out there who wants to buy a bridge out there in the Brooklyn area? The lines in the script are so bad that the actors almost pinch their noses while reciting them! Try some of these on for size; Marc Anthony (to a slave); "Tell your Queen I'll be there ... and tell her it will take more wine than all of Egypt to make Anthony drunk with words!" Lucilius (to Anthony); "I've heard if a man needs Cleopatra, he doesn't need wine." Or how about this one after Cleopatra has failed in an attempt to have Luciluus assassinated the previous night; Cleopatra (to Lucilius); "Perhaps your heart Lucilius is more fickle." Lucilius (to Cleopatra); "After what happened last night I'm lucky my heart still beats at all." It's no wonder William Lundigan wound up selling Westinghouse refrigerators on television commercials after films like this. In conclusion, this may have been "ok" Saturday matinée movie fare but just as the old style "Classic" type comic books it should not be used as a point of reference in a high school history lesson.