 Fabius (George Sanders) loves his beautiful but vulnerable city, Rome, and he also loves his beautiful but invulnerable fiancee, Amytis (Esther Williams). Fascinated by the tales she has heard about Hannibal (Howard Keel), who is about to attack Rome, Amytis is driven by curiosity to the edge of his camp. Captured, she makes a last request of the indifferent Hannibal...that he spare the city. She offers to lead him to a hilltop where she can prove that taking the city is not worth the trouble. Hannibal goes with her, even though she has to cup her hand under his chin and float him across a river as he can t swim. Before long, Hannibal is doing more surveying of Amytis than of Rome. And Fabius finds he can defend neither his city nor his fiancee against the advances of Hannibal. Especially after he has his elephants painted bright colors because Amythis thinks gray is drab.