Rome is on the verge of being conquered by Hannibal. While Rome's ruler, Fabius Maximus, plots a defense against Hannibal's armies, Fabius' fiancée, Amytis, is curious about the fearless conqueror. Amytis travels to Hannibal's camp just to get a look at him, but she ends up being captured. However, she is instantly smitten by the Carthaginian commander, so she tries to shift his attentions away from Rome -- and to her instead.
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| Writing | Dorothy Kingsley | Screenplay |
| Sound | Burton Lane | Original Music Composer |
| Writing | Robert E. Sherwood | Theatre Play |
| Sound | David Rose | Conductor |
| Costume & Make-Up | Walter Plunkett | Costume Designer |
| Art | Urie McCleary | Art Direction |
| Art | Edwin B. Willis | Set Decoration |
| Costume & Make-Up | William Tuttle | Makeup Artist |
| Editing | Ralph E. Winters | Editor |
| Crew | A. Arnold Gillespie | Special Effects |
| Sound | Saul Chaplin | Music Supervisor |
| Costume & Make-Up | Sydney Guilaroff | Hairstylist |
| Camera | Paul Vogel | Director of Photography |
| Sound | Jeff Alexander | Vocal Coach |
| Sound | Wesley C. Miller | Recording Supervision |
| Art | Cedric Gibbons | Art Direction |
| Costume & Make-Up | Helen Rose | Costume Designer |
| Production | George Wells | Producer |
| Writing | Harold Adamson | Lyricist |
| Sound | David Rose | Music Arranger |
| Art | Hugh Hunt | Set Decoration |
| Directing | George Rhein | Assistant Director |
| Crew | Warren Newcombe | Special Effects |
| Directing | George Sidney | Director |
| Camera | Charles Rosher | Director of Photography |
| Crew | Loren Janes | Stunts |
| Sound | Burton Lane | Songs |
| Crew | Hermes Pan | Choreographer |
