 In Marseilles, France in 1794, Desiree Clary (Jean Simmons), a young millinery clerk, becomes infatuated with Napoleon Bonaparte (Marlon Brando), but winds up wedding Genaral Jean-Baptiste Berandotte (Michael Rennie), an aid to Napoleon who later joins the forces that bring about the Emperor s downfall. Josephine Beauharnais (Merle Oberon), 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.