In 92 AD, the imperial city of Rome rules Western civilization, but the city of Alexandria Egypt is the unchallenged pinnacle of Western intellectual achievement. Its prestigious Museum and Library are magnets that draw the world's most important philosophers, mathematicians, astronomers, physicians and geographers. Alexandria also draws a young man named Marco from Corinth, who joins a small team of brilliant engineers working on secret projects. Titus, the Roman Prefect of Egypt, knew Marco's father so he sponsors the young man, who then promptly falls in love with Titus' daughter Paula. Populated by native Egyptians, colonized by Greeks, settled by Jewish immigrants, and ruled by the Romans, the huge city of Alexandria is a cultural melting pot that frequently boils over. At least once a month, highly organized insurgents emerge to harass the Roman Army occupation forces and then quickly disappear back into the alleys and apartments. Titus orders Marco's team to find a new weapon to help defeat the rebels. They create a shockingly powerful device, but before they can deliver it to Titus, the rebels obtain it and begin murdering the engineers to keep the device secret from the Romans. A mysterious woman named Nebit, young, beautiful, and wealthy, befriends Marco, but he tries to stay faithful to Paula. He also questions her true intentions because of her past history and her belief that she is the reincarnation of Egypt's last Pharaoh, Queen Cleopatra. Suddenly cut off from Paula and from Roman protection, Marco goes into hiding at Nebit's estate, not knowing she is the widow of the former head of the rebel forces. The rebels, who have spies even in the Roman administration, kidnap Paula and commence full-scale production of the new weapons, planning to overthrow the Romans on the very day that Emperor Domitian comes to visit. Marco, desperate to save Paula and prevent the rebels from using the new weapons, finally gains access to Titus. Together they discover the rebels' hiding place, but it's too late. They now know the power of the weapons, but not how and when the rebels will use them.