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| Paul Muni | Benito Juarez |
| Bette Davis | Empress Carlotta von Hapsburg |
| Brian Aherne | Emperor Maximilian von Hapsburg |
| Claude Rains | Emperor Louis Napoleon III |
| John Garfield | Gen. Porfirio Diaz |
| Gale Sondergaard | Empress Eugenie |
| Donald Crisp | Gen. Marechal Achille Bazaine |
| Gilbert Roland | Col. Miguel Lopez |
| Louis Calhern | LeMarc |
| Grant Mitchell | Mr. Harris |
In an effort to maintain control of Mexico, Napoleon III of France installs the puppet leader Emperor Maximilian to execute his commands and to wrest power from Benito Juárez, Mexico's elected president. Maximilian questions his role, but his power-hungry wife, Empress Carlota, pushes him to remain emperor. However, the will of the people and the fickleness of Napoleon's support put Maximilian in a precarious position.
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