Rome is on the verge of being conquered by Hannibal. While Rome's ruler, Fabius Maximus, plots a defense against Hannibal's armies, Fabius' fiancée, Amytis, is curious about the fearless conqueror. Amytis travels to Hannibal's camp just to get a look at him, but she ends up being captured. However, she is instantly smitten by the Carthaginian commander, so she tries to shift his attentions away from Rome -- and to her instead.

• Metro-Goldwyn-Mayer
• Esther Williams
• Howard Keel
• Marge Champion
• Gower Champion
• George Sanders
• Richard Haydn
• William Demarest
• Norma Varden