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After finishing military service in 1918 Palestine, Leo Vincey (John Richardson), British archaeologist Horace Holly (Peter Cushing), and Holly's valet Job (Bernard Cribbins), go in search of the lost city of Kuma, looking for acclaim, treasure, and She (Ursula Andress)...also known as Ayesha, She-who-waits, and She-who-must-be-obeyed...a beautiful queen and priestess of the goddess Isis, who has been waiting for Leo for 2,000 years (she believes he is the reincarnation of her dead lover Kallikrates). Perils lie along the way, but Ustane (Rosenda Monteros), who is in love with Leo, helps them. However, nothing along the way can match the perils they face when they finally reach Kuma.

She is based on She: A History of Adventure, a novel by English writer Sir H(enry) Rider Haggard [1856-1925]. The story was first published as a serial in The Graphic magazine from October 1886 to January 1887 before being published as a book edition in 1887. The novel is reputed as never being out of print, and the story has been set to movies numerous times, including She (1911) (1911), She (1917) (1917), She (1925) (1925), La donna eterna (1935) (1935), She (1984) (1982), and She (2001) (2001). The novel was adapted for this movie by screenwriter David T. Shantler. A sequel, La donna venuta dal passato (1968), followed in 1968.

Viewers have offered two possibilities: (1) they were not Ustane's ashes, simply produced to humiliate Ustane's father, or (2) the cage was not lowered completely into the lava, only low enough to kill Ustane through suffocation from the gases; her body was later cremated in order to present to her father.

On the night of the new moon, it becomes time for the pillar of fire to grow cold, so Ayesha and Leo descend into the chamber and wait. Suddenly a ball of fire falls from the sky and enters the pillar of fire, turning the flame blue. 'The time has come,' Ayesha says and leads him toward the flames. Suddenly Billali (Christopher Lee) enters the chamber and demands his immortality for all his years of faithful service to Ayesha. She refuses, and a fight breaks out between Billali and Leo, until Ayesha stabs Billali in the back. He dies reaching for the flame. Holly and Job go looking for Leo and enter the chamber just as Ayesha and Leo step into the flame. For a few seconds, they bathe together in the flames of immortality. Suddenly, something seems to go wrong. Ayesha begins to age as the centuries catch up with her. Leo backs out of the flames, and Ayesha turns to dust on the ground. In anguish, Leo asks what could have happened. Holly replies, 'There can be only one answer...a second time into the flame, and the fire takes away what has been given.' Leo attempts to enter the flames again, but the fire has turned hot. In the final scene, Leo tells Holly, 'When it comes back, it will find me waiting.'

Those who have both seen the movie and read the novel say that the ending in the novel is quite different. Leo does not enter the pillar of fire, Job dies of a heart attack when he sees Ayesha aging, and Billali is not killed. In fact, it is Billali who helps Leo and Holly get out of the city. The rest of the movie is moderately close to the book. The book's time period is earlier (Victorian era), the quest is undertaken because of an ancient document passed down by Leo's family, descendants of Kallikrates, they travel through jungle rather than desert, and there are other differences, but the essence of the story is the same. The novel has a sequel, Ayesha: The Return of She (1905) in which Ayesha is reincarnated into a lost tribe in the Himalayas, a prequel, She and Allan (1921) which is a crossover of She with Haggard's other popular character, Alan Quatermaine, and finally, Wisdom's Daughter (1923) in which Ayesha tells her own life story.