Alarmed, Cleopatra withdraws her fleet and seeks refuge in her tomb. Sensing Antony's weakness, Octavian attacks and defeats his forces at Actium. There he flaunts his liaison by marrying Cleopatra in a public ceremony. Cleopatra is infuriated, and Antony, tiring of his Roman wife, returns to Egypt. Their liaison notwithstanding, Antony, to consolidate his position in Rome, marries Octavia (Jean Marsh), sister of the ambitious Octavian (Roddy McDowall). When Mark Antony (Richard Burton), Caesar's protégé, beholds Cleopatra aboard her elaborate barge at Tarsus some years later, he is smitten and becomes both her lover and military ally. 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. To win the bet, she enlists the help of Asterix, Obelix and their Magic Potion. A son, Caesarion (Loris Loddi), is born of their union. In Egypt, Cleopatra has made a bet with Caesar that her new summer home will be built within just a few weeks. Banishing Ptolemy, he declares Cleopatra Egypt's sole ruler and takes her as his mistress. To win Caesar's support from her brother, Cleopatra hides herself in a rug, which Apollodorus (Cesare Danova), her servant, presents to Caesar. 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).
In 48 B.C., Julius Caesar (Sir Rex Harrison) pursues Pompey from Pharsalia to Egypt.
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