The year is 216 B.C. and almost all of the known world has fallen to the mighty Hannibal of Carthage. In a bold and daring move, Hannibal has crossed the Alps with his army of men and elephants and prepared for his final assault on Rome. As the new Roman dictator Fabius Maximus (George Sanders) frets about what to do, his fiancee, the spirited and willful Amytis (Esther Williams), decides to visit the legendary barbarian general herself. Captured and accused of being a spy, she is brought before the formidable Hannibal (Howard Keel), who orders her executed. Amytis' plea to "spare Rome" intrigues Hannibal and, inevitably, he falls under her spell. Now the mighty general must decide which he covets more: the conquest of Rome or the heart of the woman he loves.
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