This is surely one of the most popular "Carry Ons", a spoof on the notoriously expensive CLEOPATRA (1963) and was in fact shot on abandoned sets built in London for that film! The cast is in top form here – Sidney James is Marc Antony, Kenneth Williams Julius Caesar, Joan Sims is Calpurnia (Caesar's wife), Charles Hatwrey Seneca (philosopher and Sims' father); Kenneth Connor (as Hengist Pod, the inventor of a square wheel and who eventually does a stint as Caesar's 'invincible' bodyguard) and Jim Dale are featured as early Britons; Amanda Barrie – who had previously appeared in CARRY ON CABBY (1963) – makes for a delightful Cleopatra.

Though emerging to be somewhat patchy considering its reputation, there are some undeniably uproarious moments throughout – the Roman soldier throwing a shield at Dale during a scuffle and hitting Connor squarely in the face; the famous carpet-rolling scene introducing Cleopatra in the 1963 Hollywood epic being directly lampooned here by having the Egyptian queen roll under a table replenished with food and spilling its contents onto herself and the floor; untrue to history, Antony connives with Cleopatra to murder Caesar and become Emperor himself – she suggests using a poisonous asp and hands him one from a basket, which he mistakes for a local delicacy and promptly bites off its head! Talbot Rothwell's script also includes a running gag involving the famous "Friends, Romans, Countrymen" Shakespearean speech, as well as an in-joke wherein a couple of traders merge their business – to be known from then on as "Marcus & Spencius"!