In 44 BC, after Julius Caesar's assassination by plotters who accused him of being a dictator, a triumvirate of politicians and generals control Rome. The triumvirate is comprised of generals Mark Antony and Lepidus and politician Octavian who is Caesar's great-nephew and adopted son. They seek to revenge Caesar's death by going after the main plotters, senators Brutus and Cassius. Mark Antony and Octavian's armies destroy those of Brutus and Cassius in battle. Later, Mark Antony and his army embarks on the conquest of Egypt while Octavian remains in Rome. However, the cunning and attractive queen of Egypt, Cleopatra, greets Mark Antony as a friend and lavishes him with praises, feasts, gifts, riches and intimate favors. Impressed, Mark Antony falls in-love with her. Mark Antony spends months on end enjoying the VIP treatment in Cleopatra's palace in Alexandria, despite warnings from one of his trusted commanders, Lucilius, that Cleopatra is just manipulating him. Cleopatra gets wind of Lucilius' warnings and first tries to seduce him and later tries to have him killed. He ends up in house arrest in her palace but he's determined to escape and warn Octavian in Rome. Cleopatra convinces Mark Antony to form an alliance with her and together to fight Octavian for the throne of Rome. Cleopatra suggests that either Mark Antony or her own young son should become ruler of Rome. Her son is also Julius Caesar's son from Caesar's past marriage to Cleopatra. Fed-up with Mark Antony's refusal to ditch Cleopatra and return home to Rome, Octavian dissolves the triumvirate and dismisses Lepidus. Commander Lucilius escapes from Egypt and returns to Rome to warn Octavian and the Roman Senate about Cleopatra and Mark Antony's military alliance. Octavian forms an army and invades Egypt. Cleopatra and Mark Antony prepare their united forces but they understand that losing the war against Octavian could spell their end.