 Caesar Augustus (Peter O Toole) receives the tragic news that his best friend and commander of his legions, Agrippa has died leaving behind his two sons Gaius and Lucius and his young wife, Julia (Vittoria Belvedere) who is also Augustus  daughter. In trying to convince Julia to marry her stepbrother Tiberius, Augustus tells of how he and Agrippa (Ken Duken) managed to overcome Mark Antony and Cleopatra with the help of Maecenas (Russell Barr) to become the most powerful men in the world.