In Marseilles, France in 1794, Desiree Clary, a young millinery clerk, becomes infatuated with Napoleon Bonaparte, but winds up wedding Genaral Jean-Baptiste Berandotte, an aid to Napoleon who later joins the forces that bring about the Emperor's downfall. Josephine Beauharnais, a worldly courtesan marries Napoleon and becomes Empress of France, but is then cast aside by her spouse when she proves unable to produce an heir to the throne.

• 20th Century Fox
• Marlon Brando
• Jean Simmons
• Merle Oberon
• Michael Rennie
• Cameron Mitchell
• Elizabeth Sellars
• Charlotte Austin
• Cathleen Nesbitt