'Carry On Cleo' - the Film Content from the guide to life, the universe and everything

'Carry On Cleo' - the Film

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Undoubtedly one of the funniest films of the Carry On series, it is, of course, historically inaccurate. Directed by Gerald Thomas in 1964, Carry On Cleo was shot on the London set used for filming the Hollywood blockbuster Cleopatra the previous year. Carry On Cleo contains the usual 'Carry On' cast with the addition of Amanda Barrie as the suitably gorgeous, scheming-but-dim, sex-mad Egyptian Queen Cleopatra. With her flawless alabaster skin, wide-eyed-innocent expression and pharaonic headdress atop her jet black hair, Amanda portrayed the iconic queen superbly from her asses'-milk sunken bath. On the rare occasion that she stepped out of it, it's hard to drag your eyes away, such is her screen presence.

Please note that this Entry contains spoilers.

The Plot

The action starts off in cold, rainy Great Britain where a caveman society, having just invented the square wheel, are about to be invaded by hordes of Romans, the intentions of the latter being to kidnap cave girls for slavery back home in Italy. The fearless warrior Horsa and his fearful friend Hengist Pod, an inventor, attempt to rescue the victims, but due to a misunderstanding the useless inventor gets given the job of personal bodyguard to Roman Emperor Julius Caesar. All manner of attempted assassinations appear to be foiled by Hengist and, while the viewer knows it is really Horsa and his wild Brits, Hengist begins to believe his own reputation, thinking himself invincible!

The Usual Cast

Carry On films usually contained a mixed bag of actors who were all well-known in the British film industry. The regulars obviously knew each other very well and it must have felt like a kind of club where the members wrote the rules. Nothing was sacred - the motley crew sent up anybody and everybody. Nobody was immune to the Carry On treatment - not even the Hollywood greats Richard Burton and Elizabeth Taylor, who had just spent a year filming Cleopatra, on and off.

The Carry On regulars certainly appeared to have a good time while all around them descended into chaos. Barbara Windsor was the usual onscreen love interest of the lovable letch Sid James or heartthrob-of-the-time, gorgeous Jim Dale, but Carry On Cleo was filmed at a point before she joined the regular gang. Just occasionally you'd get a newcomer, never to be seen in a Carry On again - in this case, the one-off was Amanda Barrie.

  • Sid James: A rather fetchingly-attired Marc Antony, sword in hand at all times, plotting to take control of the Roman Empire by bumping off his friend Julius Caesar. He spends most of the film trying to seduce Cleopatra (or maybe it's the other way around).

  • Kenneth Williams: Portraying the mighty Caesar as a scaredy-cat, weedy little dweeb living a charmed life hiding behind his bodyguards (until his ultimate betrayal) was a comedic masterstroke.

  • Jim Dale: Fearless warrior Horsa the Brit whose girlfriend Gloria has been captured by Roman soldiers.

  • Kenneth Connor: The henpecked inventor Hengist Pod who escapes his life (and wife Senna) to help his friend Horsa rescue his girlfriend from the Romans.

  • Joan Sims: A 'peel me a grape' pampered1 Roman called Calpurnia, who is obsessively jealous of any female younger and prettier than herself.

  • Charles Hawtrey: Calpurnia's father Seneca, who discovers the Brits running about in Cleopatra's palace but keeps quiet and helps them escape in the hope that they'll take him with them.

Additional Extras

  • Sheila Hancock: Permanently-annoyed battle-axe 'Senna' is married to Hengist Pod. She spends her time nagging and complaining; her hobby is finding something new to complain about.

  • Jon Pertwee: A soothsayer who raided Catweazle's wardrobe, he plays it straight as he predicts the future and revels in frightening the 'mighty' Caesar.

  • Warren Mitchell: Spencius (of Markus & Spencius) - a slave trader who conducts a sale of the 'best specimens' in a marketplace, and throws the rest to the lions.

  • Amanda Barrie: Portraying Cleopatra VII with exactly the right mix of sexy innocence and scheming minx, she's unfazed when events don't turn out quite how she planned. She's on-screen just enough to leave you wanting more, changing allegiance as often as she bathes, exuding power from every pore.

The Prologue

In Great Britain, it's raining. It's been raining non-stop since the Romans arrived and the legions are marching along through the mud. They complain about the weather and comment that they'll be glad to be going home as soon as they've filled their quota of capturing slaves. In a British hunter-gatherer society, Horsa is helping his friend Hengist fix a square wheel to a cart. Hengist's wife Senna is complaining that their cave is draughty and points out that the cart won't move. In Egypt, Queen Cleopatra is taking a bath.

The Film

In Britain, a runner informs Horsa that a Roman legion has invaded the settlement nearby and they've stolen all the women. Horsa hotfoots it back to his home with Hengist in pursuit. Horsa rallies some strong men to chase after the retreating Romans with the aim of retrieving their women or fighting to their deaths. Hengist is just trying to keep out of Senna's way, and he helps procure the boats required to follow the Romans across the Channel to Gaul (modern-day France). In Rome, Calpurnia is complaining to her father that she never gets any attention, and says Caesar had better not be thinking about travelling abroad without her again. In Egypt, Cleopatra is adding some aromatic oils to her bath.

When it is announced that Roman emperor Julius Caesar has arrived and is requesting an audience, the wily queen takes a sip of her aphrodisiac and arranges a surprise entrance inside a rolled-up carpet carried by her trusty eunuch bodyguard Sosages. Unfortunately Caesar has already seen a distorted view of this plan thanks to the scary soothsayer, in which he ends up stabbed to death, so Caesar prepares a trap for them. In the ensuing mayhem, Cleopatra ends up in an undignified heap on the floor and her burly bodyguard ends up dead. It's assumed Hengist Pod is the killer, and Caesar is so delighted that he makes Hengist his number one bodyguard.

In the meantime, Marc Antony (Sid James) has travelled from Rome in search of Caesar. Demanding an audience with Queen Cleopatra, he walks in while she's taking a bath. While they're talking she offers him a drink from her aphrodisiac potion but he insists he doesn't need it. When she steps out of the bath in front of him, he emits a growling 'C-o-r' before passing out.

The marauding Brits accidentally intrude upon the sanctuary of the Vestal Virgins and dress as them to hide from the Roman soldiers. Horsa would have stayed being pampered by the lovely women but he still needed to find Gloria, who had been given to Calpurnia as a slave. Calpurnia then arrives at Cleopatra's palace with her father and new slave Gloria, and sets about trying to find Caesar (who is on his way back to Rome by this time). Reluctantly leaving the haven, the Brits head back to Cleopatra's palace where they find the delighted Gloria, and Hengist, who reluctantly agrees to accompany them back to Britain. On their way out Hengist takes a swig from an interesting-looking drink bottle, shudders, shakes a leg and pockets the bottle.

The Epilogue

Back home in Britain, Hengist is sitting outside his cave making toys for several small children, when Mrs Pod appears, smoothes down her animal skin skirt and asks Hengist if he'd like to pop inside for a bit. He grins, takes a swig out of his Egyptian souvenir bottle, shudders, shakes a leg then follows her into the cave. Meanwhile in the next village, Horsa is dragging Gloria down the aisle by her hair, raising his club to the cheering crowd.

Back in Rome, one by one the senators stab Caesar in the back: Infamy! Infamy! They've all got it in fer me! In Egypt Cleopatra is taking a bath, when in walks Marc Antony who makes a Sid James cackle as he jumps in to join her, and the credits roll.


The advertising poster for Carry On Cleo, with the actors posing as their send-ups, was so similar to the original Cleopatra poster that 20th Century Fox sued the producers of the Carry On version for breach of copyright and won!

Sid James is wearing the white Marc Antony costume which Richard Burton wore in Cleopatra. Amanda Barrie's pharaonic headdress, which gets in the way whenever anyone attempts to kiss her, is the same golden prop worn by Dame Elizabeth Taylor in Cleopatra.

Sheila Hancock's character Senna Pod was named after the natural remedy for constipation. Sheila was pregnant at the time of filming Carry On Cleo, giving birth to daughter Melanie 'Ellie Jane' Thaw on 15 July, 1964. Melanie's father was Sheila's first husband the actor Alec Ross, but she was later adopted by her mother's second husband, the late great John Thaw.

Hengist and Horsa

Hengist and Horsa were two brothers who, according to legend, helped a British king fight a battle around the 5th Century and later founded the kingdom of Kent.

Best Ever One-Liner

In 2007, in a poll to find the funniest one-liner ever, the deserved winner was the incomparable Kenneth Williams as the not-so-mighty Caesar screeching the unforgettable quote  Infamy! Infamy! They've all got it in fer me! as he is stabbed on the Ides of March at the end of Carry On Cleo. The line was written by Frank Muir and Denis Norden.

1This lazy idyllic lifestyle was originally portrayed in I'm No Angel starring Mae West.

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