The film opens during Caesar's invasions of Britain, with Mark Antony (Sid James) struggling to lead his armies through miserable weather. At a nearby village, cavemen Horsa (Jim Dale) and Hengist Pod (Kenneth Connor) attempt to alert Boudica to the invasion, but are captured by the Romans.
Once in Rome, Horsa is sold by the slave-trading firm Marcus et Spencius, and Hengist is destined to be thrown to the lions when no-one agrees to buy him. Horsa and Hengist escape and take refuge in the Temple of Vesta. Whilst hiding there, Julius Caesar (Kenneth Williams) arrives to consult the Vestal Virgins, but an attempt is made on his life by his bodyguard, Bilius (David Davenport). In the melee, Horsa kills Bilius and escapes, leaving Hengist to take the credit for saving Caesar's life and to be made Caesar's new bodyguard.
When a power struggle emerges in Egypt, Mark Antony is sent to force Cleopatra (Amanda Barrie) to abdicate in favour of Ptolemy. However, Mark Antony becomes besotted with her, and instead kills Ptolemy off-screen to win her favour. Cleopatra convinces Mark Antony to kill Caesar and become ruler of Rome himself so that they may rule a powerful Roman-Egyptian alliance together. After seducing one another, Mark Antony agrees, and plots to kill Caesar.
Caesar and Hengist travel to Egypt on a galley, along with Agrippa (Francis de Wolff), whom Mark Antony has convinced to kill Caesar. However, Horsa has been re-captured and is now a slave on Caesar's galley. After killing the galley-master (Peter Gilmore), Horsa and the galley slaves kill Agrippa and his fellow assassins and swim to Egypt. Hengist, who had been sent out to fight Agrippa and was unaware of Horsa's presence on board, again takes the credit.
Once at Cleopatra's palace, an Egyptian soothsayer (Jon Pertwee) warns Caesar of the plot to kill him, but Mark Anthony convinces Caesar not to flee. Instead, Caesar convinces Hengist to change places with him, since Cleopatra and Caesar have never met. On meeting, Cleopatra lures Hengist, who accidentally exposes both Cleopatra and Mark Anthony as would-be assassins. He and Caesar then ally with Horsa, and after defeating Cleopatra's bodyguard Sosages (Tom Clegg) in combat, Hengist and the party flee Egypt. Caesar is returned to Rome, only to be assassinated on the Ides of March. Horsa and Hengist return to Britain, and Mark Antony is left in Egypt to live "one long Saturday night" with Cleopatra.
Sid James as Mark Antony
Kenneth Williams as Julius Caesar
Charles Hawtrey as Seneca
Kenneth Connor as Hengist Pod
Joan Sims as Calpurnia
Jim Dale as Horsa
Amanda Barrie as Cleopatra
Victor Maddern as Sergeant Major
Julie Stevens as Gloria
Sheila Hancock as Senna Pod
Jon Pertwee as Soothsayer
Brian Oulton as Brutus
Michael Ward as Archimedes
Francis de Wolff as Agrippa
Tom Clegg as Sosages
Tanya Binning as Virginia
David Davenport as Bilius
Peter Gilmore as Galley master
Ian Wilson as Messenger
Norman Mitchell as Heckler
Brian Rawlinson as Hessian driver
Gertan Klauber as Marcus
Warren Mitchell as Spencius
Michael Nightingale as Caveman
Peter Jesson as Companion
E. V. H. Emmett as Narrator
Judi Johnson as Gloria's bridesmaid (uncredited)
Thelma Taylor as Seneca's servant (uncredited)
Sally Douglas as Antony's dusky maiden (uncredited)
Wanda Ventham as Pretty bidder (uncredited)
Peggy Ann Clifford as Willa Claudia (uncredited)
Mark Hardy as Guard at Caesar's palace (uncredited)
Percy Herbert as Guard (uncredited)
Christine Rodgers as Hand maiden (uncredited)
Gloria Best as Hand maiden (uncredited)
Virginia Tyler as Hand maiden (uncredited)
Gloria Johnson as Vestal Virgin (uncredited)
Joanna Ford as Vestal Virgin (uncredited)
Donna White as Vestal Virgin (uncredited)
Jane Lumb as Vestal Virgin (uncredited)
Vicki Smith as Vestal Virgin (uncredited)
the tenth in the series of 31 Carry On films (1958–1992).