Cleopatra (Leonor Varela) was born in 69 B.C. and became the famed Egyptian Queen.
She is shown to have been brought by Roman ruler Julius Caesar (Timothy Dalton) at the age 18 to Egypt where she settled.
Caesar becomes sexually obsessed by the 18 year-old-queen, sleeps with 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. Therefore 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 allowing the deadly asp to bite her.