Cleopatra, the famed Egyptian Queen (Leonor Varela) born in 69 B.C., is shown to have been brought by Roman ruler Julius Caesar (Timothy Dalton) at age 18. Caesar becomes sexually obsessed by the 18 year old queen, beds her, and eventually has a son by her. However, his Roman followers and his wife are not pleased by the union. In fact, as Caesar has only a daughter by his wife, he had picked Octavian (Rupert Graves) as his successor. The out-of-wedlock son of Cleopatra is seen to be a threat to his future leadership. Thus Brutus (Sean Pertwee) and other Roman legislators plot the assassination of Caesar. Caesar's loyal general, Marc Antony (Billy Zane), and Octavian then divide up the Roman empire. Antony takes Egypt and soon takes up the affair with Cleopatra. However, Octavian soon launches an attack on Antony and ultimately defeats and mortally wounds him. Rather than permitting herself to be humiliated by Octavian, Cleopatra sends her son away to India and she commits suicide by permitting the deadly asp to bite her.