Two Britons are captured and enslaved by invading Romans and taken to Rome. Hengist Pod creates useless inventions, while Horsa is a brave and cunning fighter. One of their first encounters in Rome leaves Hengist being mistaken for a fighter, and gets drafted into the Royal Guard to protect Cleopatra. Cleo doesn't want him around and plots for his sudden demise...

After making his historic crossing of the Alps with elephants transporting supplies and troops, Hannibal marches on Rome in a war of revenge. During his advance, he captures Sylvia, the niece of Roman Senator Fabius Maximus but, instead of holding her prisoner, he shows her his powerful army and herds of elephants, then sets her free. He is sure she will report what she has seen to his Roman enemies. Hannibal defeats the Romans at the battle of Trebbia and sends a message to Sylvia that he is marching on Rome. Sylvia succumbs to her love of Hannibal and they have a rendezvous, but are surprised by a Roman patrol. Hannibal escapes and Sylvia is confined to the temple of the Vesta Goddess. She escapes and meets Hannibal again. Hannibal orders his brother Hasdrubal to Carthage to take over command of the reinforcements preparing to join Hannibal. Hannibals wife Danila arrives from Carthage unexpectedly and Sylvia runs away and returns to Rome...