Catherine's Seduction by a Lieutenant Guard:

Insanely jealous, Catherine threw Count Alexei's portrait locket out of a window. It fell almost endlessly to the ground through various tree branches, leaves, and even seasons or shades of light. After having regretful second thoughts, she went outside to search for it and when she found it, picked it up off the ground. She was startled to be halted by an anonymous, armed palace guard who asked for a password, and then called her "a little hen."

Another military official, the head of the night-watch guards, Lieutenant Dmitri (Gerald Fielding), dragged her away to question her: "Come to the guardhouse, and we'll find out who you are. You're entirely too good-looking to be running around like this." When he asked what she was hiding behind her back ("What are you hiding back there?"), she reprimanded him for detaining her:

Catherine: Take your hands off me, you insolent fool! I'm Catherine, Grand Duchess of Russia. Don't take advantage of me.
Lieutenant Dmitri: Come now. Don't take advantage of me. This is my first night on duty. The Grand Duchess isn't permitted out at night. Tell me who you are.
Catherine: (with her hands on her hips) I told you who I am.
Lieutenant Dmitri: (astonished) Oh, come now. Stop joking. If you're the Grand Duchess, then I'm the Grand Duke.
Catherine: (tongue in cheek) I wish you were!
Lieutenant Dmitri: If I were the Grand Duke and you were the Grand Duchess, I wouldn't let you prowl through the night like this, like a pretty little kitten.
Catherine: Suppose I didn't want to tell you who I really am. What would happen?
Lieutenant Dmitri: On a night like this, anything might happen - if I'm fortunate.
Catherine: Well, Lieutenant, you are fortunate, very fortunate.

In the scene of vengeful and adulterous seduction, after Catherine told the Lieutenant that he was "very fortunate," she grabbed him around the neck and passionately kissed him. With her clasped hands behind his neck, seen in a close-up, she embraced and surrendered to him and let the Count's locket slip from her extended fingers before they went limp - followed by a fade to black.

The Aftermath of the Birth of a Male Heir:

Bells tolled and there were "three volleys," broadcasting the joyous news that Catherine had given birth to a son - of questionable fatherhood - he was to be the future heir to the Russian throne. Crowds cheered outside the royal palace.

The Empress was ill but very attentive to the news of the birth. One of the Empress' ladies-in-waiting (May Foster) commented: "Have you noticed, Your Majesty, how the imperial duckling resembles his father?" The Empress was only concerned about the safety, health and well-being of the newborn, and stringently insisted that no one spread germs to the baby, on penalty of torture:

Now, you keep an eye on him. I don't want anyone near him unless I know about it, not even his mother. I had enough trouble getting him. If he catches cold or sniffles just once, I'll have you hung by the ears! If he coughs, I'll have you cut in half! And if anyone touches him, I'll have you shot!

She was defiant when cautioned by Count Lestoq (Philip Sleeman) to not become too excitable from all the turmoil: "Don't any of you think I'll give you the pleasure of seeing me die! I'll outlive all of you, you sinister buzzards. All of you!"

Meanwhile, the cuckolded Grand Duke was receiving numerous personal congratulations for fathering the boy, in particular by Marquis de la Chetardie (John Davidson). But he was obviously frustrated, miffed and seething with hatred - knowing that he wasn't the sperm-donor and had not consummated the marriage with the Duchess:

Get out, all of you! I'm crammed up to my neck with congratulations! Get out! And if you must congratulate someone, congratulate my wife!

The recuperating young Duchess, still recovering from the birth and in a veiled canopy bed, received a gift delivered from the Empress - a bejeweled necklace "as a sign of her most extraordinary joy and satisfaction."

Shortly later, Count Alexei requested an audience with Catherine, but Catherine's Lady-in-Waiting (Anna Duncan) denied him access. He was told: "We have orders from Her Imperial Highness not even to mention your name to her." Count Alexei was frustrated after being barred from seeing Catherine. He desired to offer his congratulations to her for providing an heir for the country:

Count Alexei: Then perhaps you will convey to Her Imperial Highness that I've been waiting for some time now to congratulate her on the great historic event of providing our country with a much-needed heir to the throne.
Catherine's Lady-in-Waiting: I'm certain that history was far from her mind at the time, Your Excellency. (laughter)

The Slowly-Transformed Catherine - Russia's Queen - And Political Intrigue with Grand Duke Peter:

The second step forward in a great career had begun. Firmly entrenched in her position by now being the mother of a future Tsar, Catherine discarded her youthful ideals and turned to the ambitious pursuit of power.

At the same time that the health and political strength of the Empress was waning, white-haired, bearded Archimandrite Simeon Todorsky (Davison Clark), one of the elderly religious advisors to the Empress, told Catherine, who had matured in her understanding of power politics, that he was worried about Russia's future. He was concerned that Grand Duke Peter had plans to remove her from power. She assured him that she had "weapons" that were "far more powerful than any political machine":

Archimandrite: Her Majesty is very ill, and her days are numbered. Soon she will be no more, poor soul, and another maniac will become our Emperor. It will be a bad day for Russia, and for me if I live that long.
Catherine: Why are you telling this to me?
Archimandrite: I suppose you know that the Grand Duke isn't exactly pleased with the present state of affairs.
Catherine: State of affairs? What affairs? I haven't had an affair for some time.
Archimandrite: I know that the Grand Duke plans to remove you from court, or worse, as soon as he is in power.
Catherine: You need have no fear for me. Now that I've learned how Russia expects me to behave, I like it here. And I intend to stay, Grand Duke or no Grand Duke!
Archimandrite: We all hope you will stay, and I for one, at the risk of my neck, would like to help you.
Catherine: How could you be of help?
Archimandrite: I control enough of the political machine to carry some weight in a crisis.
Catherine: I have no wish to share in any petty conspiracy. Should it become unavoidable, I think I have weapons that are far more powerful than any political machine.
Archimandrite: I'm afraid you don't know Russians, my child.
Catherine: That's possible, father, but I'm taking lessons as fast as I can. (She kissed his hand)

An intertitle explained two processions down interior hallways - Catherine led her troupe of ladies-in-waiting behind her, while the Grand Duke's Hessian soldiers, his real-live toy soldiers, were drilling in marching formation:

In rainy weather it was the custom of the imbecilic Grand Duke to exercise his Hessian troops indoors.

When the two groups confronted each other, the Grand Duke's Hessians surrounded Catherine and her ladies, and he unleashed his sword for a mock execution - a signal to his soldiers to wield their sabers and point their guns at Catherine. The Grand Duke threateningly instructed them to aim at Catherine's heart as he pointed his own sword at her chest: ("Right here, gentlemen. What a lovely target. You're looking quite well, Catherine, since you provided me with an unexpected addition to the family"). She calmly replied: "Thank you, Peter. It's nice to see you again." She thrust her silky handkerchief onto the end of his saber before he ordered his soldiers back to the barracks.

He taunted her by bringing her to his quarters after announcing: "I'd like you to meet someone who's come for an extended visit." Clearly insane, he decapitated the head of one of his fair-haired, blonde female dolls (resembling Catherine) to hint that he would soon execute her after becoming Czar. He asked for her reaction: "What do you think of this decapitation?" Without showing any fear, she answered: "It would be more amusing if it were real." Then, he introduced her to his "visitor" -- Countess 'Lizzie.' Against the express orders of the Empress, he had invited her to return. She mocked Catherine by claiming that Peter had promised to marry her - once the Empress passed away and Catherine was disposed of:

Catherine: (amused) Is she in charge of your entertainment again? What will Her Majesty say?
Grand Duke: Her Majesty doesn't know anything about it, and I wouldn't advise you to tell her.
Catherine: I wouldn't dream of telling the Empress anything. She has her own system of spies. Besides, not for the world would I interfere with your pleasures, as long as you don't interfere with mine. (To 'Lizzie') How is Astrakhan, 'Lizzie'? Or was it Afghanistan?
'Lizzie': If you're wise, you'll find out for yourself before it's too late! There are some very comfortable convents along the way. And all you have to do to gain admission is shave your head. It's good for the scalp, anyway!
Catherine: Entirely too many men love my hair, and I have no intention of changing my residence. Anyway, this country will soon need a new Empress.
'Lizzie': You may as well know that Peter's going to marry me when the old bat dies, and as soon as he gets rid of his present wife!

Catherine circled around 'Lizzie' without a single word - critically judging her shape and figure before departing and slamming the heavy wooden door behind her.

The Death of the Empress - The Year 1762:

A Proclamation was issued to order the people to pray for the health of the ailing Empress:

THE CONDITION OF HER IMPERIAL MAJESTY CONTINUES TO BE VERY SERIOUS.
THE PEOPLE ARE ORDERED TO PRAY FOR HER.

While Catherine was happily cavorting and flirtatiously playing blindman's bluff with a blindfold, accompanied by her admiring guards and ladies-in-waiting in the gardens of the royal residence, others were solemnly chanting prayers. A flag was lowered to half-mast, and Archimandrite pulled on a bell rope to sound the alarm - the announcement of the death of the Empress. Catherine removed her blindfold, and the guards in attendance departed, as she realized the gravity of the new political situation once Peter assumed power. The crazed Peter gloated over the open coffin of the Empress:

There you are, you old crow. Dead as a doornail at last. What have you got to say about it? Open your mouth if you can. In another week, it'll be full of ice. In another month, not a soul will mourn for you. In another year, you'll be forgotten. Where is all your power? It's mine now! Do you hear me? Take it away from me if you can! It's my turn now!

He assumed the customary position and perched himself on the royal throne as the newly-appointed Tsar or Emperor of Russia. He issued a proclamation "By Command of His Divine Majesty Peter III, Tsar". Gunshots sounded as further proclamations were declared, and his Hessian soldiers arrested citizens, raped women, stole money, jailed and punished people arbitrarily, and created a climate of chaos and reign of terror. For his own amusement, Peter himself took practice shots out his window - gunning down one of his own guards.

Catherine's Alliance with the Russian Military:

And while His Imperial Majesty Peter III terrorized Russia, Catherine cooly added the army to her list of conquests.

For self-preservation's sake, Catherine gained control of the army. The slowly-transformed character of Russia's queen was presented as she turned into a dominatrix ruler with a whip, who began to engage in numerous amorous, romantic and flirtatious conquests with men in her military entourage, to ally herself with them (a cunning display of the "weapons" she had in her disposal).

In a stunning sequence set in a military barracks, the fur-hatted Catherine (with Count Alexei behind her) was introduced with a drum roll before she appraised her troops lined up on either side before her. The sexually-depraved Catherine surveyed each and every one of the attractive virile soldiers (mostly by fantasizing about the size of their genitals), before stopping in front of Captain Gregori Orloff (Gavin Gordon), who was in charge of the barracks. She flirted with him: "I've heard a good deal about you, Captain, from the ladies."

She inspected some of the mattresses of the bunk-beds, and pulled out a piece of straw from one of them. She placed a piece of straw in her mouth (not sideways this time but stem first, and suggestively twirled it with her tongue). After boldly toying with it, she cooly looked at Count Alexei - reminding him of her previous romp in the horse stables. She engaged in an openly-sexual conversation with Alexei:

Catherine: I didn't expect to see you here, Your Excellency.
Count Alexei: Why not, Your Majesty? This is my pet regiment. You look ravishing.

But then she turned her swaggering attention to another soldier - she singled-out Lieutenant Dmitri, in charge of the "night watch" - the attractive virile soldier who had most likely fathered her child. She was sexually-suggestive with her question about being "cold at night" but still functioning efficiently:

Catherine: Now there's another good-looking soldier....And your duties, Dmitri?...It must be cold at night, sometimes?...Anyway, I'm certain you're very efficient, Lieutenant. (Turning toward Captain Orloff) Is he, Captain? Tell me something about him.
Captain Orloff: He's very efficient, Your Majesty. He came to join our regiment about a year ago from the Swedish front, where he fought bravely for about two years. He's also distinguished himself by exemplary bravery on the Turkish border.

Catherine was dismayed that the Lieutenant's bravery had been neglected: "I can't understand why such a brave man hasn't been decorated." To decorate the Lieutenant for his military service, she started to remove one of Count Alexei's medals - who asked why she was avoiding him. She coyly invited Alexei to visit her that night to explain, then presented the Lieutenant with the medal and pinned it on his chest: "For bravery in action. See that you do justice to it in future emergencies." She then flirted with Captain Orloff, who profusely apologized for neglecting to honor his own Lieutenant: "I'm distressed at my neglect at not having rewarded Lt. Dmitri before." He held out his palm to present her with diamonds. Pleased, she took one and replied: "Rich too, huh?" She continued the military review until a fade to black.

Catherine's Romantic Revenge on Count Alexei - and Liaison with Captain Orloff:

That evening, Catherine allowed Count Alexei to enter her boudoir. She reminded him that he had often visited the Empress in the same bedroom: "I seem to have a faint recollection that you had that privilege before," although he claimed he was only serving as her "trusted advisor." He announced Catherine's intentions for privacy to others who stood guard outside the room: "Her Majesty wishes to be alone tonight." Then, he returned to Catherine, who removed his fur hat before she seductively asked:

Catherine: Tell me, Alexei, are you still fond of me?
Count Alexei: Yes, Your Imperial Majesty, I love you. But I'm completely bewildered by your attitude towards me. However, I've become accustomed to regard you as one of those extraordinary women who create their own laws and logic. And now I'm concerned only with your safety.

She hid behind a gauzy veil as the opportunistic Count vowed his love for her and his desire to protect her.

Catherine: Is it my safety that concerns you or the safety of an Empress?
Count Alexei: I would give my life, Your Imperial Majesty, if the woman I adore were not so far removed from me in station.
Catherine: The woman you adore is quite close to you, isn't she?
Count Alexei: Catherine, I love you, worship you.

When he leaned down to kiss her through her veil, she gripped the veil with her fist and drew it aside to reveal their affectionate kiss. And then in a startling, taunting move, she asked for a favor from the scorned Count. She requested that he become an intermediary to open her secret door and passageway and summon another preferred lover into her presence - Captain Orloff.

I asked you here tonight because I want you to do something for me. I can trust you, can't I? We'll always be friends, won't we?...Blow out the candles. (She reclined back on the bed behind the veil) Behind the mirror, as you know, there's a flight of stairs. Down below, someone is waiting to come up. Will His Excellency be kind enough to open the door for him carefully so that he can sneak in?

It was cruel payback and punishment to remind him that he was now disfavored - recompense for the night she watched as the Empress invited the Count to enter her bedroom through a secret passageway. When Count Alexei came face to face with Captain Orloff, he requested that a message be relayed back to Catherine, but then changed his mind. He realized he must gracefully accept her rejection:

Tell Her Majesty that I quite understand now. No, never mind. Don't tell her anything. She'll know.

The Banquet Scene:

The historic banquet, which was the last to be shared by Peter and Catherine, began with the traditional collection of alms for the poor.

At a banquet table, the Archimandrite was soliciting offerings for the poor from Catherine, Captain Orloff, and Count Alexei. In lavish fashion, Catherine gave up five of her bracelets, while the Captain dropped a handful of diamonds onto the offering plate, and Count Alexei tossed a bag of coins as his donation. However, the Chancellor gave only a single coin, and Countess Elizabeth ('Lizzie') flung a morsel of chewed food at the plate - he respectfully removed it. The bratty and objectionable Peter complained about the charity collection, slapped the Archimandrite, and claimed there were no poor people in Russia ("There are no poor in Russia! Get out!").

His Imperial Majesty, the Emperor of Russia Peter III, who had tired of "sanctimonious talk," then proposed an offensive toast for his consort Countess Elizabeth ("Lizzie"): "To the most charming woman in my empire, my friend, the countess Elizabeth." The camera panned down the length of the table to view Catherine, who refused to join in. She remained seated and set aside her drinking glass. Her response was relayed back to his Imperial Majesty - "Tell His Majesty that my thirst is not as great as his tonight." His message was brought back to her - that she was a "fool." She symbolically knotted the cloth scarf on her lap under the table and pulled it tight (a foreshadowing of Peter's strangulation). She stood in order to be escorted from the banquet room by Captain Orloff. Knowing of Captain Orloff's alliance with Catherine, Peter stripped the Captain of his rank ("Well, you're nothing now"), removed his insignias and sword, and ordered: "Now get out, both of you, and stay out!"

After they departed, Peter put Catherine under house arrest: ("My wife is not to leave the palace. She's under arrest until further orders. Am I the Emperor of Russia, or am I not?"). To consolidate his power, Peter planned to eliminate her: "We'll issue a proclamation that she died and ask the people to pray for her." As he issued his proclamation, he emphatically stabbed an apple with his knife on the word 'pray'!

HIS IMPERIAL MAJESTY PETER III TSAR BY DIVINE RIGHT, INFORMS THE PEOPLE OF RUSSIA THAT THE CONDITION OF HIS CONSORT, CATHERINE IS VERY SERIOUS. HIS SUBJECTS ARE REQUESTED TO PRAY FOR HER.

Catherine's Political Clash and Toppling of Russian Emperor Peter III - Storming the Palace:

Wearing the white uniform of a male Cossack with a saber at her side, Catherine escaped through her bedroom's secret passageway with the aid of Captain Orloff who had awakened her ("Everything is ready"). They subdued guards on their way out, and mounted horses in a cavalry batallion led by Count Alexei. With the support of the military behind her, Count Alexei proudly and succinctly affirmed the transfer of power:

Exit Peter III. Enter Catherine II.

Trumpets and drum rolls greeted her arrival at a military encampment. The army under Captain Orloff was pledged to her: "We, soldiers in the service of the Holy Russian Empire, do hereby solemnly swear to acknowledge and to defend with our lives, the authority of Catherine our Empress, and to destroy her enemies!"

Emperor Peter's black steward awakened him after which he was informed by a military guard that Catherine was missing. He chastised his military commander for inferring that the Empress was in his bedroom: ("You infernal blockhead! This is the last place in the world she would come to"), and feared that she was plotting against him. He became distraught: "Double the guard! Surround the palace! Find her and bring her here to me!"

In the film's rousing conclusion, Catherine and a horde of flag-waving cavalry forces on horseback rode to the church with the support of Captain Orloff and the Archimandrite. The ruthless and clever Catherine, who was triumphantly carried upon the shoulders of the soldiers, was blessed by the Archimandrite: "God grant you victory, Catherine. All Russia is waiting for the sound of our bell." The ringing of the church bells by Catherine confirmed that she had consolidated the aid of both the military and the church - she had coordinated and engineered a coup d'etat against Peter III.

The about-to-be deposed Emperor, wearing a flowing white nightgown, was awakened in his bedroom by the loud ringing of the bells, and asked himself: "Why are those bells ringing?" He pulled open his heavy bedroom door and found himself standing face-to-face with Captain Orloff, who had his back turned toward him. The film's last lines were delivered by Orloff to Emperor Peter who was about to be dethroned and assassinated:

Emperor Peter: Why are those bells ringing?
Captain Orloff: I don't know, Peter.
Emperor Peter: How dare you address me like that! Who are you?
Captain Orloff: (turning to face Peter) My name is Orloff, and I'm on duty as guard.
Emperor Peter: I'll have your head for this insolence! You're addressing the Emperor!
Captain Orloff: There is no Emperor. There is only an Empress.

As the bells continued to peal, Captain Orloff, who was guarding Peter, ominously approached and strangled him at the foot of a giant cross. [Note: His strangulation was presaged by Catherine's tying of a knot in her cloth scarf at the banquet.] Cavalry soldiers noisily rode their horses up the grand staircase into the interior of the palace, and assembled in the throne room, where the gleeful Catherine was hailed and cheered before being crowned as Catherine the Great, Tsarina of Russia. She victoriously ascended the throne with her white stallion horse to take her rightful place before her royal forces after her seizure of power through a coup d'etat.