Possibly the most alluring, mysterious and powerful woman of all time, Cleopatra (Elizabeth Taylor) changed the course of history when two of the most powerful men in Rome fell in love with her. Rex Harrison is Julius Caesar, who wins the Egyptian throne for Cleopatra, marries her and provides her with a child, Caesarean. Upon returning to his native country, Caesar is crowned Dictator of Rome, but his desperate desire for even greater power causes a worried Roman Senate to fatally conspire against him on the Ides of March. Several years later, Marc Antony (Richard Burton), previously Caesar's right-hand man, is now a general in charge of all Eastern provinces. Financial troubles cause him to turn to Cleopatra for help and she soon seduces him, setting in motion another all-consuming affair. However, for the new Dictator of Rome, Octavian (Roddy McDowall), Antony is now all that stands in the way of his absolute rule of the Empire. Octavian and the Senate declare war on Egypt, paving the way for a great battle between these two ancient superpowers.