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In 48 B.C., Egyptian Prime Minister Pothinos kidnaps Queen Cleopatra and her philosopher, Apollodorus, and leaves them in the desert, warning Cleopatra that he will have her killed if she returns to Egypt. Realizing her brother Ptolemy could weaken and serve under Roman rule, Cleopatra and Apollodorus make their way to Caesar's camp, and she cleverly gains an audience with Julius Caesar. Cleopatra reveals Pothinos' treachery and tempts Caesar with the possibility of conquering India by going through Egypt. Later, Cleopatra tries to seduce Caesar, and then proves her fidelity to him by killing Pothinos, who had been lying in wait behind some curtains in her chamber. Cleopatra and Caesar fall in love, much to the chagrin of Caesar's followers in Rome, who fear that if Caesar divorces his wife, Calpurnia, and marries Cleopatra, Caesar would become a king, and Rome would no longer be a republic. Caesar brings Cleopatra home to Rome, and soldier Marc Antony urges him not to allow her to make an Egyptian of him. Calpurnia begs Caesar not to speak to the senate, as she has dreamed of his death, but he belittles her vision and is escorted by Casca, who, along with Brutus, Cassius and others, murder him before he reaches the senate. Cleopatra is devastated and returns to Egypt, while the Roman senate rules that Caesar's nephew Octavian will rule Rome jointly with Marc Antony, and Antony will avenge Caesar's death and punish Egypt. Antony arranges a meeting with Cleopatra in a public square, where he hopes to ambush her with his soldiers, but instead she ensnares him in her ship where she tantalizes him with a feast, dancing girls and jewels, gets him drunk and seduces him. Antony returns to Egypt with Cleopatra where they fall in love. Two months later, King Herod warns Cleopatra that Octavian has declared Antony a traitor, and insinuates that her relations with Rome would be improved if Antony were dead. Apollodorus also advises Cleopatra to kill Antony, and she begins to test poisons on convicts. Warned by Herod, Antony hears that Cleopatra is testing poisons, and thus is suspicious when she serves a special meal with wine for him. She allays his fears, and at the moment he is about to drink the poisoned wine, news arrives that Rome has declared war against Egypt. Antony is roused to action and tells Cleopatra that she can either choose him or Rome. She is impressed by her lover, and after telling him that she is no longer a queen, but a woman, she prevents him from drinking the poisoned wine. Antony calls general Enobarbus to serve with him, but Enobarbus' loyalties are with Rome, and he refuses. Antony raises an army of Egyptian soldiers, and the battle is fought on land and sea. The Egyptian troops suffer defeat, and only Antony survives. Cleopatra secretly goes to Octavian and offers him Egypt in exchange for Antony's life, and he reluctantly accepts the terms. Antony mistakes Cleopatra's willingness to see Octavian as duplicity and commits suicide, but Cleopatra finds him in time to correct him and declare her fidelity to him before he dies. As the gate to the throne of Egypt is smashed by Roman troops, Cleopatra kills herself by the bite of a poisonous asp.