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In the eleventh century, in the Persian city of Nishapur, poet and mathematician Omar Khayyam meets with his secret love Sharain, the daughter of his old professor, Imam Mowaffak. Later, Omar greets Hasani Sabah, the overlord to the Governor of Gilan, who has come to Nishapur seeking a court appointment. Though Omar has none of his friend's ambition, Hasani reminds him of his oath to their childhood friend, The Nizam, who, as Keeper of the Kingdom, desperately needs people in the court whom he can trust. Brought before the Shah, Omar recites a poem which shocks many in the court, but pleases the Shah with its honesty, and is quickly appointed Court Counselor. After presenting the Shah with two beautiful slave girls, as well as the severed heads of two enemies, Hasani is made Keeper of the Seal, a high position formerly held by Tutush, the Shah's brother. In order to strengthen his ties to the people of Nishapur, the Shah decides to take Sharain as his fourth wife, breaking Omar's heart. Hoping to ease his friend's loss, Nizam buys Omar a slave girl named Yaffa, whom he accepts only upon her pleas. That night, Tutush is murdered by the Assassins, a religious sect seeking to overthrow his brother, when he fails to pay the tribute demanded by them. Later, the Shah learns that the Byzantines and their mercenary army have invaded Persia near the Caspian Sea, and upon Omar's advice, the Shah agrees to use ships to organize an army to repel the invaders. As the Shah prepares to join his army, his two sons, Ahmud and Malik, fight over who will stand beside him in battle. When the victorious Malik is made heir to the throne, Queen Zarada, the mother of Ahmud, makes an alliance with Hasani to overthrow her husband. With the Shah away from his court, the Assassins become more active in Nishapur. Grateful that Omar refuses to sell her to the lustful Hasani, Yaffa tells her owner of an ex-Assassin named Yusuf who lives in a cave outside the city. Yusuf tells Omar that the Assassins' hideout is an impenetrable fortress atop the northern mountain of Alamut. On the pretext of working on his new calendar, Omar goes alone to Alamut, where he is greeted by the Assassins as a friend. Upon completing his work, Omar learns that Hasani is the Grand Master of the Assassins. Hasani tells his followers that while the Shah has defeated the Byzantines, half his army has been killed, and both the Shah and Malik have been wounded in battle. Though he is offered a position as counselor to Hasani, Omar denounces his traitorous friend, yet is still allowed to leave the fortress. Omar then rides to the mortally wounded Shah, who has already been told that Ahmud has raised a rebel army against him. Using Byzantine prisoners to dig into Alamut, Omar lights the pools of saffron oil underneath the Assassins' hideout, setting the fortress afire, while Malik, who has been appointed the new Shah upon the death of his father, attacks his brother's troops at daybreak. With the Assassins destroyed and Ahmud killed, Malik makes his first royal proclamation, releasing Sharain from her court vows and into the arms of Omar.