The drama follows the eighteen tumultuous years that led to the founding of the Roman Empire. Cleopatra (Elizabeth Taylor) meets up with Julius Caesar (Rex Harrison) and plans to lure Caesar to her boudoir in order to forge an alliance with Rome so that she may hold on to her Egyptian empire. When Caesar is stabbed to death in the Roman Senate, Cleopatra is left without an ally, and Egypt is up for grabs. When Roman general Mark Antony (Richard Burton) comes along, she seduces him in order to make him over into her new protector. But, under the charms of Cleopatra, Mark Antony is reduced from a an awesome and dominating general to a sniveling, drunken wimp. Mark Antony is defeated and Cleopatra withdraws her troops. With Egypt in peril, Antony and Cleopatra, the doomed lovers, meet each other for the last time, as the enemy forces close in.