Outside a palace on the Syrian border of Egypt in 48 BCE, two clusters of soldiers congregate. In the opening stage directions, Shaw compares the Egyptians to his contemporary England, declaring the Egyptians to be more civilized. One group of soldiers laughs, surrounding a guard who has just told a bawdy story. The other watches attentively as Belzanor, their captain, who is about 50 years old, gambles with a young Persian soldier, whom he doesn’t fully trust. The Persian wins. He offers Belzanor another round, double or nothing, but Belzanor declines. A sentinel hears a noise and calls out, grasping his spear. A voice calls back, identifying himself as “the bearer of evil tidings” (6), announcing that the Romans will be there soon to kill them all, including women. He enters, laughing fatalistically, and introduces himself as Bel Affris, “descended from the gods” (7). The Persian explains that Queen Cleopatra’s guards are all descended from gods—except for him. He is descended from kings.

Belzanor is disdainful as Bel Affris states that the Romans had quickly defeated them, but Bel Affris is unperturbed. The other guards push him to tell the story of the battle. Bel Affris explains that he is a new guard at the temple of Ra. He is in service only to the gods and not the Pharaoh Ptolemy or his sister (and joint ruler of Egypt), Queen Cleopatra. Bel Affris and other temple guards had traveled to ask Ptolomy why he had forced Cleopatra to flee to Syria and to request guidance as to how to handle the Roman general Pompey. Pompey had come to Egypt after being defeated by Julius Caesar. Upon visiting Ptolomy, Bel Affris and the others had discovered that Ptolomy had beheaded Pompey, planning to present his head to Caesar who is chasing Pompey. On their way home, the soldiers had come upon Caesar’s armies attacking a city that had tried to stop Caesar from entering Egypt. The soldiers had been attacked as well and had stood no chance. Bel Affris asserts that they had fought has hard as they could and shows the others a Roman sword that he had taken in battle.

The temple guards were outnumbered, so they had decided to stand and die instead of fighting, but the Romans had allowed them to live, sending Bel Affris to order the palace guards to open their gates for Caesar, adding, “not an Egyptian warrior is left standing between you and their legions” (10). On Belzanor’s orders, the soldiers attempt to pin Bel Affris to the gate with a spear, but he is too fast, noting that his news will now spread unchecked among the people in the palace. Bel Affris wonders how they ought to save the women from being killed, and Belzanor suggests that they kill them first. The Persian interjects that they ought to let the Romans kill the women instead to avoid having to pay blood money to the women’s families, and Belzanor is impressed with his sneakiness and logic. Bel Affris reminds them that one of the women is Cleopatra, and Belzanor comments that they’ll have to carry her out of harm’s way. He does not, however respect the command of a 16-year-old queen.

The Persian suggests that they ought to sell Cleopatra to her brother, Ptolemy, since they are at war. Bel Affris points out that Cleopatra is a descendent from the Nile River and a kitten born to the sacred White Cat and betraying her could cause major consequences for Egypt. The Persian notes that Caesar is well-known for loving, befriending, and accepting the counsel of women. He proposes that they sell Cleopatra to Ptolemy and then offer themselves as soldiers to fight for Caesar in rescuing her and destroying Ptolemy. Then Caesar will rule with Cleopatra, and the soldiers can serve them. With admiration, Belzanor and the other guards call him a serpent. Bel Affris tells them that Caesar will be there at any moment. A swarm of women emerges from the palace, and Belzanor and the guards push them back in with spears. Belzanor exclaims, “Back, unprofitable cattle” (12), and demands that the women send Ftatateeta out, who is Cleopatra’s chief nurse. The women call for her. Ftatateeta, a sturdy elderly woman, emerges and regards the soldiers with derision.

Belzanor informs Ftatateeta that the Romans are approaching, eliciting cries of terror from the other women, and demanding that she bring Cleopatra to them. Coldly, Ftatateeta informs them that Cleopatra has been missing since soon after sunset. Outraged, Belzanor accuses her of hiding her and planning to sell Cleopatra to Caesar herself. He threatens to kill her, but Ftatateeta responds by threatening a curse from the Nile. Belzanor is afraid but pushes the Persian to kill her because he doesn’t worship the same gods. The Persian agrees, but Ftatateeta insists that they do not know where Cleopatra has gone, backed by the other women. Belzanor sends the guards in to search for her, despite Ftatateeta’s protests that men in the women’s quarters is “sacrilege” (14). She asserts that Cleopatra is afraid of the Romans and had run away, but the only being that Cleopatra sees as more powerful than Caesar is the Sphinx, who she speaks to and makes sacrifices to, and Ftatateeta suggests that the soldiers might find her there.

Bel Affris notes that the Sphinx lies in the same direction that the Romans are coming from, and the Persian doubts Ftatateeta’s word. He moves to kill her, but she escapes. Bel Affris laughs. Belzanor and the other guards emerge from the palace, followed by a crowd of fugitives, announcing that Cleopatra isn’t inside. A sentinel appears from the palace and urges them all to run, exclaiming, “The sacred white cat has been stolen” (15). Everyone panics and shouts. As they all run away, the torch is dropped and it goes out, engulfing the scene in darkness and silence.

Moonlight reveals the Sphinx decorated with red poppies. Cleopatra is asleep, lying across its paws. Julius Caesar enters and greets the Sphinx, declaring a kinship with the statue; he sees himself more in the Sphinx than his fellow men. Cleopatra wakes and startles Caesar, stating, “Old gentleman: don’t run away” (17). For a moment, Caesar believes that the Sphinx is addressing him. Then he sees Cleopatra.

Cleopatra urges Caesar to climb up on the Sphinx and hide with her, so the Romans don’t eat them both. Stunned by the childlike queen, Caesar is certain that he must be dreaming. Caesar joins her on the Sphinx, and Cleopatra asks if he has seen her sacred white cat, who she had brought to sacrifice to the Sphinx. He is surprised to learn that the statue isn’t the real Sphinx, but a smaller replica. Cleopatra looks forward to the day when she can kill her brother and do anything she wants as the ruler of Egypt. But she is terrified of the Romans and of Julius Caesar—unaware that she is speaking to him. Caesar offers to show her a real Roman, which frightens her. Caesar comments again that he is dreaming, and Cleopatra proves that he isn’t by repeatedly sticking him with a pin. He becomes enraged for a moment and then realizes that he is awake and must be going insane. Caesar reveals that he is a Roman. Cleopatra screams, but Caesar offers to instruct her as to how she can avoid being eaten by Caesar. Cleopatra desperately agrees to do anything.

Caesar tells her that Julius Caesar only eats girls, not women, so Cleopatra must demonstrate the strength and confidence of a woman. He tells her to take him to her throne, which she does. Caesar wants her to give orders to her slaves, but she is timid at first. Caesar scolds her and tells her to act like a queen. Ftatateeta enters, and Cleopatra is afraid of her. The nurse is insolent, and Caesar nearly has another slave behead her until she declares her respect. Emboldened, Cleopatra wants to beat her, but Caesar lets Ftatateeta escape. Cleopatra beats another slave instead. She embraces Caesar, exclaiming, “Oh, I love you for making me a Queen” and that he will be her “old king” (24). Cleopatra is still frightened of the Romans and wants to hide from Caesar. Caesar insists that a queen wouldn’t run away. He warns Cleopatra to be confident in front of the Romans as they breach the palace. Cleopatra is shocked when the Romans enter and fall to their knees, crying, “Hail Caesar” (27). She is immensely relieved to learn that Caesar is the man sitting next to her. 

At the palace in Alexandria, 10-year-old King Ptolemy appears in front of a waiting crowd, led by the hand by his guardian, Pothinus. The crowd is comprised of a diverse group of men and women. Ptolemy’s tutor, a sage old man named Theodotus, stands with a group to one side of the boy king. Achillas, the general of the king’s army, is with a group on the other side. Standing before the throne, Ptolemy timidly addresses the people with a speech that he has memorized, prompted by his tutor and guardian when he forgets his lines. Ptolemy states that when his older sister, Berenice, had usurped their father’s throne, the gods sent the Romans to restore his rule. His father had then executed Berenice. Now, his father is dead, and Cleopatra has attempted to take Ptolemy’s rightful claim to the throne, and the gods had sent the Romans again. However, this time, Cleopatra, aided by Ftatateeta, has bewitched Julius Caesar into supporting her. Ptolemy fumbles, and Pothinus interjects to exclaim that the king will not allow this to stand.

Caesar enters, announced by Rufio, a Roman officer, accompanied by Britannus, his secretary. Caesar wears a wreath on his head to hide his baldness. Casually, Caesar greets the men and speaks to the child king with patronizing kindness. Bashfully, Ptolemy offers his throne as a chair, but Caesar declines and Rufio fetches a stool from the shrine to Ra. Caesar elicits a gasp from the crowd as he sits. Calm and friendly, Caesar demands to be paid the money that Ptolemy’s father owed to Rome, an amount that exceeds the money in the royal treasury. Pothinus counters that with Cleopatra claiming the throne, the king hasn’t received any taxes for a year. But Caesar notes that his own men have spent the morning collecting taxes. Pothinus warns Caesar that the people of Egypt will be furious if they see their king left with nothing, but Caesar is unconcerned. He offers to solve the two siblings’ fight for the throne for them in return for the money and demands that they call Cleopatra. Theodotus insists that Cleopatra ran away to Syria and isn’t in Alexandria.

Caesar calls Ftatateeta instead. She appears, indignant, and Cleopatra pops up from behind her. Caesar directs Cleopatra to act like a queen, and she pulls Ptolemy out of the throne to take the seat herself. Ptolemy starts to cry and complains that she shouldn’t be able to treat him like this if he’s king. Caesar calls Ptolemy over, which makes Cleopatra jealous. Furiously, she offers Ptolemy the throne, which Caesar urges him to take. Caesar threatens to eat Cleopatra, but she declares that she isn’t scared of him because she is a queen. Caesar then learns that Ptolemy and Cleopatra are technically married because kings and queens are only allowed to marry those with the same royal bloodline. Caesar proclaims that Cleopatra and Ptolemy will share the throne. Pothinus tells Caesar to take his money and leave them to solve their own problems. The Egyptians agree that the Roman army is outnumbered, but when Roman soldiers enter, the Egyptians back down.

Britannus declares that they are all Caesar’s prisoners, but Caesar calls them his guests. Cleopatra suggests that Caesar behead them all, and Caesar is surprised that she would behead her own brother. Cleopatra retorts that Ptolemy would do the same, and Ptolemy agrees. Caesar states that anyone who wishes to leave is welcome to go. Determined to remind Caesar that he is indebted to Ptolemy, Pothinus calls for Lucius Septimius, and Caesar recoils from him.

Caesar is appalled to learn that Lucius had decapitated Pompey as an offering to Caesar. He tells Lucius to get out, but Lucius Septimius reminds Caesar that he has also committed acts of brutality. Caesar realizes that this is true and tells Lucius that he can stay or go as he chooses. Lucius says, “The odds are against you, Caesar. I go” (40) and leaves. The Egyptians leave with him except for Ptolemy. Rufio and Britannus protest that allowing them to go free will not stop them from causing more problems, but Caesar insists that he must be better than Lucius Septimius.

Caesar realizes that Ptolemy is still there, and Rufio tries to lead him out after Ptolemy attempts to protest being removed from his own throne. Caesar urges Ptolemy to go; he does, followed by Britannus. Rufio exits with them.

Cleopatra, red-faced, asks if Caesar wants her to leave, too. Caesar tells her that she can do what she wants but admits that he prefers that she stays. Cleopatra agrees to stay because he asked her, feigning indifference. Caesar tells Ftatateeta to assemble women to be Cleopatra’s servants, and Cleopatra shocks him by threatening to feed her to the crocodiles if she isn’t quick enough. Cleopatra suggests, “You are very sentimental, Caesar; but you are clever; and if you do as I tell you, you will soon learn to govern” (42). Caesar threatens to eat her, and she insists that he treat her like an adult. Cleopatra teases him and then accuses him of being angry. Caesar tells her that he has work to do but agrees to stay a moment longer to please Cleopatra. She argues that he is a king now and doesn’t have to do any work, just like her father didn’t.

Cleopatra gushes about the young Roman who had killed her sister’s husband so that her father could take back his throne and behead his sister. She exclaims that she wishes that she could marry the young Roman. Caesar reveals that he was the one who sent the young man, Mark Antony, but he is in love with someone else and is very popular with women. Caesar explains that he has always worked hard, and that her father owed him money that he will probably never receive. Therefore, he must continue working and keep the Egyptians from closing off the harbor.

Cleopatra doesn’t want Caesar to go, but then he points out that Mark Antony can’t come from Rome if the harbor is shut down, and she readily sends him to work and exits dreamily. Caesar starts to leave in search of Britannicus, but he is intercepted by a wounded Roman soldier. The soldier informs Caesar that the occupying Roman army, led by Achillas, had entered the city and the citizens had fought back.

Rufio returns, and Caesar gives him the news. Then Britannicus enters to raise the alarm. Caesar directs the soldier to gather others on the beach near the boats and then seek medical treatment. To Rufio’s astonishment, Caesar orders Rufio to burn all their ships in the west harbor. Then he is to take the rest of their ships from the east harbor to capture the island of Pharos, which has a lighthouse. Rufio is dismayed that this will mean giving up Alexandria, but Caesar explains that they have merely seized the palace, not the city. They will take control of the theatre next door, he adds. Rufio rushes off to follow Caesar’s commands.

Pothinus returns to give Caesar the demands of the Egyptian people, but Caesar exclaims that Pothinus should have left when he had the chance. Since they’ve declared war, Caesar takes him captive. Pothinus scoffs. Caesar reminds him that he is welcome to escape, but other Roman soldiers would most likely kill him. Rufio enters and Caesar is surprised to see smoke.

Rufio explains that the Egyptians had seized the west harbor and burned five ships. Rufio is frustrated and Caesar attempts to calm him, but there is another commotion, and Theodotus enters, wrought with grief. The tutor tells Caesar that the flame from the Roman ships has spread, and the Library of Alexandria, “the first of the seven wonders of the world” (48) is burning. Rufio and Caesar are relieved that no one has died, and Theodotus calls him “a barbarous soldier too ignorant to know the value of books” (48). Caesar insists that lives are more important than books, and that he is willing to “destroy the past” and “build the future with its ruins” (49). Caesar sends Theodotus out and tells Pothinus to follow him and tell the Egyptians to stop killing soldiers.

Rufio enters and chastises Caesar for his leniency in letting them go again. Caesar reminds him that captives require guards. Caesar calls impatiently for Britannus, and he enters with Cleopatra, who has taken Caesar’s armor from him. Cleopatra insists on dressing Caesar and bursts into laughter when she discovers he is bald.

Caesar explains that he doesn’t like to be reminded that he is old any more than she enjoys being reminded that she is young. Cleopatra begs him not to go into battle, but he tells her to watch the battle from the balcony as she must accustom herself to the sight of war. Cleopatra points out that they can’t go anywhere while the Egyptian soldiers are emptying the harbor with buckets to put out the fire. Caesar exclaims that this was his plan to keep them occupied while they attack the island of Pharos. Cleopatra bids Caesar farewell, telling him to return safely.