A young soldier (William Eythe) who is engaged to the ladies maid (Anne Baxter) of Catherine The Great (Tallulah Bankhead) forces his way into her presence where she falls for him and promotes him. This is to the consternation of her aging chancellor (Charles Coburn). Tallulah Bankhead is good as Catherine as she combines exercising her power with passion and politics. The comedy that runs through the film is good in places, but misses in others, particularly the French Ambassador played by Vincent Price.