Panic spreads across Alexandria. Trumpets announce the news. General Octavian and his Roman army have landed in Egypt. All resistance has been squashed. Defeated, Marc Antony has killed himself and Cleopatra has securely locked herself inside her palace. Amidst tears of grief, Cleopatra is seen hiding daggers and dragging on a large basket. Two hags slip in through a concealed door. Patra hugs her closest friends, Iras and Charmian. Iras boasts that their disguises worked. Charmian assures Patra that her children are safe. News is...Octavian has sent for Egypt’s best astrologers. Cleopatra decides the three of them must foretell his future with Tarot cards instead – one that ensures their survival. Patra prays to the Goddess Aset (Egyptian name for Isis) for help. Charmian and Iras disguise Patra as a hag. As Charmian leads the way, the “hags” warn each other to be careful... their lives are on the line.
Pacing in his army tent, Octavian worries, “Is the rumor Marc Antony killed himself true?” He stakes a large reward to whoever brings proof of Antony’s death. He wonders what to do with Cleopatra. He will wait to decide since Festina lente, make haste slowly, are the words he lives by. A soldier runs in with news. Centurion Marcellus presents Octavian with Antony’s sword, proof of Antony’s death. The two men share a hate for Cleopatra and Octavian reveals his intention to make her a slave. They celebrate Rome’s new destiny. Octavian rewards Marcellus with ten gold coins. Three hags appear and sing a welcome to Octavian. Hag-Charmian offers to read his Tarot Cards. Octavian agrees. Hag-Patra takes her seat and reads Octavian’s fortune herself. The cards reveal he will fall in love with Cleopatra and his future is sunny. Not happy with the reading, he orders Marcellus to escort the hags out and return for new orders. Alone, Octavian laughs since he recognized Cleopatra and allowed the reading to discover her plans. But with victory over Marc Antony, Octavian reveals a great loneliness. Centurion Marcellus returns. Promoting him to Prefect, Octavian orders Marcellus to personally guard Cleopatra chambers. The hags return, hide within ear range, and hum a haunting melody. Octavian forms a devious plan. He tells Marcellus to give Cleopatra this message, 'as long as she remains alive, her children will survive'. But, he warns Marcellus, “If she dies, they die and you die.” Also tell her, “Octavian is considering marrying Egypt to Rome”. The hags scurry away ahead of Marcellus. Alone, again, Octavian villainously laughs and vows he will never love Cleopatra. She has met her match!
Guarding Cleopatra’s chambers, Marcellus thanks the gods for his newly acquired wealth and rank. Inside, Charmian triumphantly finds a knife Marcellus missed. The ladies do not trust Octavian. Patra tasks Charmian and Iras to come up with escape plans and sends them off. Alone, Patra mourns her husband Marc Antony. She drinks a tea made from Iboga bark. As an hallucinogenic trance takes hold, she chants and asks for help from deceased loved ones. Iras and Charmian return with a list of plans and see Patra on a window sill thinking she can fly. They ask Marcellus to help. When he tries to coax her off the sill, Patra turns and thinks he is Antony's spirit. When she discovers “her Herculo/Antony” (Marcellus) is flesh and blood, she embraces him and pulls him towards the bed. Marcellus resists. Charmian seizes this opportunity and enlists Iras to convince Marcellus to stay the night. Marcellus protests; he would be killed. Iras and Charmian vow to take the secret to their graves. Patra lovingly convinces “Herculo” to stay the night. Unknown to all, Octavian steps out from behind a potted palm. He is shattered. His final act of conquest has been ruined not only by Marcellus but by learning her marriage to Antony wasn’t political. She truly loved him. Octavian flees. Before dawn, Iras and Charmian wake Marcellus. They ask if he’ll help them escape. “Yes! Yes, he replies. Outside, Marcellus reveals he is in love. He hopes, “Maybe, if I save her, she’ll be mine.”
Midday, Patra awakes. She tells Iras and Charmian she dreamed of making love to Antony. The ladies laugh but Patra was moved. “Love has power to transform!” she exclaims. Patra decides to marry Octavian but only if he loves her. She is still Pharaoh of Egypt. Unexpectedly, Octavian enters and announces he will meet with Cleopatra. Charmian requests time to prepare but Octavian pushes past Marcellus. To counter his rudeness, Cleopatra reminds him that only she has the key the gold he needs. Octavian allows her a short time to prepare and waits outside. Patra tells Iras and Charmian to dress her simply as a woman not a queen. Charmian reminds Patra the Tarot reading was true. He will fall in love. Patra warns, “but maybe not with me.” Iras prepares her hair. Outside, Octavian paces. The ladies invite Octavian in.
Octavian shares his grief for Antony. Cleopatra doubts his grief. The two trade accusations. Cleopatra tells him Rome needs a monarch or he will have another civil war. He asks, “What shall I do with you?” She replies, “You want to march me in your triumph as a slave but I will never to be a slave to Rome.” She kicks over the large basket. Out comes a cobra. The cobra dances around the room lunging at both Octavian and Cleopatra. Iras bring out her flute and calms it with swaying motions. Cleopatra claps her hands. The snake, again, lunges at everyone. Just as the cobra is about to strike Patra, Marcellus pushes her away and chops off its head.
As Marcellus gets rid of the remains, Octavian vomits into a pot. He asks, “What was that all about?” “Either you die or I die,” Patra tells Octavian. Octavian realizes Patra is like no woman he has met. She is easily his equal. He orders the others to leave. Charmian refuses unless he disarms. Octavian gives Marcellus his weapons. As Charmian and Iras leave with Marcellus, all agree that their escape must be tonight.
Octavian allows Patra to ask questions. Cleopatra asks first of Egypt. “She will be ruled by me”, he replies. Next she asks about her children. Octavian admits Caesarion (her son with Julius Caesar) will be killed on his command. But, he will spare her three children with Marc Antony; where they will be raised depends on her. He asks what she wants. Cleopatra replies, “nothing is left for me.” He inquires if she can still have children. She replies, “Only men who win my love can be royal fathers.” He doubts her love for Julius Caesar and Marc Antony. He kisses her by force then laughingly lets her go. Cleopatra is shocked by his behavior. Her only dream was to live in peace. She tells him she has lived for love and asks, “Have you known true love?” Octavian leaves without a word. The look in his eye was so cold Patra feels that she has lost everything – even her appeal as a woman. Alone, outside her chambers, Octavian realizes she has pierced his heart. He is surprised to find himself in love. When Octavian leaves, Marcellus steps into Patra’s room. He shares his plan of escape demonstrating how they can leave through her secret door. Shocked he has found the door, Patra asks to hear the rest of his plan. He explains they can dress as hags – like before – sneak down to the river and hide in a ship he will have waiting. Patra wonders why he is helping. Marcellus professes his love and kisses her. Patra realizes that he was the Antony she dreamed. Patra tells him to return at midnight and they will escape. Marcellus leaves full of hope. Disappointed by Charmian, Patra tells her she would never leave without her children. And the plan would never work because she is Egypt, famous through the world. Someone would betray them.
Octavian is asleep in his tent. In his dream he is visited by Marcellus, Charmian and Iras – all urging him to seize the day; go back to Patra or suffer the wrath of the gods. Not convinced, he pulls the covers over his head. Festina lente (make haste slowly) are the words he lives by. All of a sudden, he sits up with a start. With a premonition he has made a mistake, he rushes to Cleopatra hoping to get there before it is too late.
Cleopatra writes a note to Octavian - Only by becoming an emperor will you and my children be safe. I wish I could see them grow up but I would endanger their lives and yours. But Rome is also to be blamed for the deaths of Julius Caesar and Marc Antony. I hope you find love. Patra prays to the Goddess Aset to protect her children and Octavian. She then says goodbye to Iras and Charmian. Her friends ask if their souls would suffer if they join her in death. “No, No!” Cleopatra explains,"This is not a forbidden suicide but a warrior’s death. To give one’s life to protect another is a death with honor." She gives them gold to wear for their journey to the other side. The three dear friends join hands expecting to be reborn like the phoenix. Each drinks a poison and dies. Marcellus arrives and finds them dead. He is heartbroken. Then, Octavian runs in, sees the bodies and tells Marcellus to prepare to die. Marcellus kneels is ready to die because he has known her love. Both men hear the women's ghostly voices singing in the wind. Octavian pauses. With mercy, he spares Marcellus, then orders him to secure Cleopatra’s children and protect them with his life. Alone with Cleopatra, he kisses her forehead and reads her note. All the anger drains out of him and he stands reborn. Octavian will change his name to Augustus, raise her children in Rome and become emperor. He vows to become the man she would have loved the most. Augustus declares “she won my heart.”