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In 48 B.C., Julius Caesar (Sir Rex Harrison) pursues Pompey from Pharsalia to Egypt. Pharaoh Ptolemy XIII (Richard O'Sullivan), now supreme ruler after deposing his older sister, Cleopatra VII (Dame Elizabeth Taylor), attempts to gain favor with Caesar by presenting the conquerer with the head of Pompey, borne by his governors, Pothinus (Grégoire Aslan) and Achillas (John Doucette). To win Caesar's support from her brother, Cleopatra hides herself in a rug, which Apollodorus (Cesare Danova), her servant, presents to Caesar. The Roman is immediately infatuated. Banishing Ptolemy, he declares Cleopatra Egypt's sole ruler and takes her as his mistress. A son, Caesarion (Loris Loddi), is born of their union. Caesar, however, must return to Italy. Although he is briefly reunited with Cleopatra during a magnificent reception for the Queen in Rome, Caesar is assassinated shortly thereafter, and Cleopatra returns to Egypt. When Mark Antony (Richard Burton), Caesar's protégé, beholds Cleopatra...