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Cleopatra (Elizabeth Taylor) meets Julius Caesar (Rex Harrison) and plans to lure him 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 at risk. When Roman general Mark Antony (Richard Burton) comes along, she seduces him in order to have a protector. However, under the charms of Cleopatra, Mark Antony is reduced from a dominating general to a shadow of his former self. At the Battle of Actium, Mark Antony is defeated and Cleopatra withdraws her troops, dooming Mark Antony and his army. With Egypt in peril, Antony and Cleopatra meet each other for the last time, as the enemy forces close in.