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© February 2008 Scott Woodman “CLEOPATRA: QUEEN OF KINGS” BY SCOTT WOODMAN First Draft 26/02/2008 Property of: Scott Woodman 10 Halstead Close Canterbury Kent CT2 7UD United Kingdom Telephone: +44 7890 351 808 Email: [email protected]

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Page 1: BY SCOTT WOODMAN...LEERING MAN takes a hold of the YOUNG WOMAN and escorts her into CAESAR'S PRIVATE AREA. CAESAR (CONT'D) We shall reconvene in the morning Demetrius. Consider our

© February 2008 Scott Woodman

“CLEOPATRA: QUEEN OF KINGS”

BY

SCOTT WOODMAN

First Draft26/02/2008

Property of:Scott Woodman10 Halstead CloseCanterburyKentCT2 7UDUnited Kingdom

Telephone: +44 7890 351 808Email: [email protected]

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FADE IN:

EXT. DESERT - EVENING

A vast and foreboding desert, nothing but emptinessfor miles.

A vicious SANDSTORM blows across the desert sands.

Crawling through the desert, we see a YOUNG WOMAN,late teens, impossibly beautiful.

She looks tired, ragged and worn down as she fightsagainst the fury of Mother Nature.

Before the YOUNG WOMAN, we see something appear.Almost like a mirage, an OLD WOMAN appears and theSANDSTORM begins to calm down.

The OLD WOMAN stands over the YOUNG WOMAN.

OLD WOMANChild, one such as you doesnot belong on the ground likea beast.

The YOUNG WOMAN is dazed and confused as she staresinto the eyes of the OLD WOMAN.

YOUNG WOMANWho are you?

OLD WOMANI come before you to remindyou of who you are.

The YOUNG WOMAN continues to crawl.

YOUNG WOMANI am no one.

The OLD WOMAN shouts at the YOUNG WOMAN.

OLD WOMANRise!

The YOUNG WOMAN ignores her.

OLD WOMANI will not pick you up child.You must do that for yourself.

A GUST OF WIND suddenly blows up at the YOUNG WOMAN.

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She begins to lift herself to her feet.

The YOUNG WOMAN looks at the OLD WOMAN. It is hard todiscern her appearance in the low light.

YOUNG WOMANWhat do you want from me?

OLD WOMANFor you to be able to find thestrength that I know youpossess. The strength toinspire, to lead, to rule.

The YOUNG WOMAN turns away.

YOUNG WOMANThen you know nothing of me.

The SANDSTORM slowly begins to return.

OLD WOMANIn time, a man will appear toyou. You will follow him andhe will follow you and youshall live as gods.

The SANDSTORM is nearly in full swing again. The OLDWOMAN is walking into the distance.

The YOUNG WOMAN watches her leave.

YOUNG WOMANYou are mad!

OLD WOMANMake them remember who youare.

The OLD WOMAN is gone.

The SANDSTORM is back to full force. The YOUNG WOMANstruggles to walk through it.

Suddenly, we can hear the HOOVES of HORSES runningacross the sand.

THREE MEN ON HORSEBACK appear through the wind andsand. They are shrouded in rags like Bedouin ornomads. The leader, DEMETRIUS, steps forward.

DEMETRIUSTake her.

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The other men dismount from their horses.

They take the YOUNG WOMAN, who is too weak to fight.

They ride off through the SANDSTORM.

CUT TO:

EXT. ENCAMPMENT - EVENING

A large tent enclosure in the desert wilderness.

INT. ENCAMPENT - EVENING

A dark tent. We can hear activity coming from variousareas in the encampment.

The YOUNG WOMAN awakens.

A LEERING MAN stands over her.

He picks her up.

He sniffs her.

LEERING MANYou smell foul.

He gropes her breasts.

LEERING MAN(CONT'D)

But you have your uses.

The YOUNG WOMAN struggles against his advances.

YOUNG WOMANTake you're disgusting handsoff me you filthy dog!

LEERING MAN laughs.

He picks up a VIAL filled with a STRANGE LIQUID.

He forces the liquid down her throat.

LEERING MANThis should make youmore...agreeable.

The YOUNG WOMAN begins to look tired.

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LEERING MAN carries her into a corner, the corner isfull of DRUGGED WOMEN.

He drops her into the pile of flesh and then leaves.

The YOUNG WOMAN falls into a deep trance as the bodiesof the other women mingle with her own.

CUT TO:

EXT. ENCAMPMENT - EVENING

In the distance we can see a huge procession ofINFANTRY and CAVALRY. As they near, we see that theyare ROMANS.

A GROUP of MEN exit the MAIN TENT, led by DEMETRIUS.

The lead Roman Soldier, RUFIO, rides towards thegroup.

RUFIOWho is in charge here?

DEMETRIUS steps forward.

DEMETRIUSI am.

RUFIO looks at the storm clouds brewing in the sky.

RUFIOYour food and water will nowbecome our food and water.

DEMETRIUS looks angered.

DEMETRIUSSays who?

RUFIO empties a BAG OF GOLD COINS in front ofDEMETRIUS.

RUFIOSays Julius Caesar of Rome.

DEMETRIUS bows.

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INT. ENCAMPMENT - EVENING

A large group of ROMAN SOLDIERS enjoy the hospitalityof DEMETRIUS who has prepared a banquet.

RUFIO approaches DEMETRIUS.

RUFIOCaesar wishes to confer withyou.

DEMETRIUSAs Caesar commands.

INT. CAESAR'S TENT - EVENING

A luxurious tent, decorated in Roman riches. Seatedat a table is JULIUS CAESAR, early fifties, powerfuland noble looking.

DEMETRIUS enters.

CAESARAh, our generous host! Pleasejoin me.

DEMETRIUS sits across from CAESAR.

DEMETRIUSI had heard of your campaignhere in the east great Caesar.However, there is not much inthe desert for you to conquer.

CAESARNothing but sand. I see youhave made a home here foryourself in spite.

DEMETRIUSNot of my choosing greatCaesar.

CAESAR is curious.

CAESARReally?

DEMETRIUSI am descended from theSeleucid dynasty.

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CAESAR understands.

CAESARI see. Then perhaps you and Ishare common goals.

DEMETRIUSIf your goal involves theremoval of Ptolemy fromAlexandria then, yes, we sharecommon ground.

The LEERING MAN enters the tent followed by anASSORTMENT of DRUGGED WOMEN.

CAESAR looks upon the women.

CAESARAh, your hospitality knows nobounds Demetrius.

The DRUGGED WOMEN begin to dance for CAESAR andDEMETRIUS.

Among the group, is the YOUNG WOMAN.

DEMETRIUSAnything for you great Caesar.

SERVANTS pour wine for CAESAR and DEMETRIUS.

CAESARI hear Ptolemy has decided torenew past histories with yourpeople.

DEMETRIUSYes, we seek only peace butsince his rule, Ptolemy hascontinued to drive my peoplefurther back from theseregions.

CAESARAnd I seek only theunification of the free world.But enough talk of business.I must retire for the evening.

DEMETRIUS points to the WOMEN.

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DEMETRIUSPerhaps Caesar would like hisevening to end on a morepleasurable note?

CAESAR scans the WOMEN. He notices the YOUNG WOMAN.

CAESARPerhaps.

LEERING MAN takes a hold of the YOUNG WOMAN andescorts her into CAESAR'S PRIVATE AREA.

CAESAR(CONT'D)

We shall reconvene in themorning Demetrius. Considerour options.

DEMETRIUSAs you command great Caesar.

DEMETRIUS leaves.

INT. CAESAR'S PRIVATE AREA - EVENING

The YOUNG WOMAN is seated on the edge of the bed. Sheis trance like.

CAESAR enters.

He sits next to the YOUNG WOMAN.

CAESARMy, you are quite beautiful.

He strokes her face.

He runs his fingers through her hair.

She suddenly SLAPS CAESAR in the face.

YOUNG WOMANHow dare you handle me in sucha manner!

CAESAR seems amused.

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CAESARI had heard tales of womensuch as you but now that I seeyou...

The YOUNG WOMAN backs away from CAESAR.

CAESARMy dear...I mean you no harm.

She is very aggressive in her tone.

YOUNG WOMANI do not fear you.

CAESAR is surprised.

CAESARThen why do you recoil so?

YOUNG WOMANBecause you smell.

CAESAR laughs.

CAESARYes, well, days of travelthrough desert heat and sanddoes tend to gather a littlesweat.

CAESAR now seems curious of the YOUNG WOMAN, observingher poise.

CAESARYou carry yourself differentlyfrom the other women. Yourpoise is more elegant, morerefined. Where are you fromoriginally?

YOUNG WOMANI am from nowhere.

CAESARDo you have a name?

YOUNG WOMANI give my name only to thosewho are fit to hear it.

CAESAR stands up.

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CAESARVery well, I must retire forthe evening. I will send fora chaperone to escort you backto your encampment.

The YOUNG WOMAN changes her tone.

YOUNG WOMANWhy have you come here?

CAESARPerhaps if you feel moreinclined to offer a littleinformation to me then I mayin return offer some to you.

The YOUNG WOMAN hangs her head.

YOUNG WOMANMy name is Cleopatra.

CAESARCleopatra?

CLEOPATRA(quietly)

Yes.

CAESARThat name would not be welcomearound here.

CLEOPATRANo, it would not. And now,tell me, why you are here.

CAESARTo spread the word of Rome.To enlighten the peoples ofthe world, uniting them underthe common banner of freedomand knowledge.

CLEOPATRASo, you are here to invade.

CAESARI said nothing of the sort.

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CLEOPATRAYou need not. There are manypeople in this world who wouldwish to remain as they are andas they were, free of theintrusions from others.

CAESAR now looks very interested in CLEOPATRA.

CAESARYou sound very wise for avagabond girl.

CLEOPATRA is angered.

CLEOPATRAHow dare you insult me so!

CAESAR takes hold of CLEOPATRA.

CAESARWho are you? Where do youcome from?

CLEOPATRA fights against his strength.

CLEOPATRAUnhand me!

CAESAR let's go of CLEOPATRA.

CAESARI am no fool. I know ofPtolemy and the exile fromAlexandria of his sister,Cleopatra.

CLEOPATRA hides her face, as if she is ashamed.

CAESAR holds a hand out to CLEOPATRA.

CAESARI am not here to invade nor toforce myself upon you. But Ido seek settlement in areas ofinjustice.

CLEOPATRA looks at CAESAR.

CLEOPATRAWhat do you mean?

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CAESARI have heard the rumours ofyour brother and his cruelty.These people who shelter usnow are also subject to hisunfairness. I seek to rectifythe situation. Rome was theexecutor of your father'swill. He would not be bestpleased at the decline inreputation.

CLEOPATRA looks concerned.

CLEOPATRAThese people will kill me ifthey discover who I am.

CAESARI forbid it. You are nowunder the protection of Rome.Demetrius will do as Icommand.

CLEOPATRAYou are certainly a man ofmany words, but action is therequirement here. Not talk.

CAESARAnd you shall have it.

CLEOPATRA closes in on CAESAR.

CLEOPATRATell me great Caesar, why doyou wish to help me?

CAESARI told you so.

CLEOPATRAAnd I too, am no fool. A manof your great power does nottravel half the world tosettle squabbles not of hismaking. Egypt has manyriches.

CAESARIndeed.

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CLEOPATRAThen we can settle upon this.Reseat me on the throne ofEgypt, and you, in returnshall have the foundation ofEgypt with which to continuethe growth of your great Rome.

CAESARYou certainly do not wastetime on negotiation. I admirethat in a man, but from awoman doubly so. It is agreedthen. I shall arrange for myservants to tend to your needsfor the evening.

CLEOPATRAThank you.

CAESARI must now take my leave ofyou, your majesty. Goodnight.

CAESAR exits.

CLEOPATRA stands, she takes one of Caesar's robes anddrapes it over her shoulders.

CUT TO:

INT. CAESAR'S TENT - MORNING

CAESAR is writing on parchment at his table.DEMETRIUS is seated across from him.

DEMETRIUSTo think, she was in my midstall this time and I neverknew. The Queen of Egypt,dancing before me like awanton harlot! Ha!

CAESARI will enjoy less of that talkDemetrius. Whilst Cleopatrais here, she will remain in mycharge.

DEMETRIUS seems wary.

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DEMETRIUSWhat of Ptolemy?

CAESARIf you are suggesting that wearrange some sort of deal...

DEMETRIUSI'm merely considering ouroptions.

CAESAR hears people approaching from outside.

CAESARI think we will discovermomentarily just how limitedour options are, Demetrius.

Entering the tent is RUFIO, he is followed by MARKANTONY, late thirties, strong and handsome.

Following ANTONY is OCTAVIAN, early twenties, lankyand arrogant looking. OCTAVIAN is accompanied by hisAdmiral, AGRIPPA.

ANTONYHail Caesar!

CAESARAntony, what news do youbring?

ANTONYAs we had assumed, Pompeysought refuge in the house ofPtolemy.

CAESAR seems eager at hearing the news.

CAESARAnd?

OCTAVIAN stands in front of ANTONY.

OCTAVIANAnd he is dead Caesar.

CAESAR slumps in his chair.

ANTONY presents POMPEY'S RING to CAESAR.

CAESAR holds POMPEY'S RING in his hand.

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CAESAR(sighs)

Pompey.

OCTAVIAN is oblivious to CAESAR'S dismay.

OCTAVIANI thought it would please youCaesar?

ANTONY steps forward.

ANTONYAnd so did Ptolemy. Thecircumstances behind Pompey'spassing were...undignified.

CAESAR waves his hand.

CAESARI need hear no more.

OCTAVIAN is insistent.

OCTAVIANGreat Caesar, Pompey was atraitor to you and to Rome.Do not pity him.

CAESAR snaps.

CAESARThat is no reason to forgetthe man's memory. Yes, Pompeyhad his failings but he atleast deserved an honourableend. Not to be bandied aboutas some kind of bargainingchip. Like some piece of meatto be auctioned between greedyfarmers.

DEMETRIUS stands before ANTONY and OCTAVIAN.

DEMETRIUSPtolemy and his advisors arediseased men, not fit of themind.

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ANTONY(to CAESAR)

What course of action thengreat Caesar?

CAESAR sighs.

CAESARWhy else have we travelled theworld Antony? To wage war.

OCTAVIAN seems pleased.

OCTAVIANGreat Caesar, Agrippa has ourarmada prepared, ready tostrike at the Egyptian fleetbased at Alexandria.

ANTONY is in disagreement with OCTAVIAN.

ANTONY(to CAESAR)

My infantry can attack thepalace from the land.

ANTONY points to a map.

ANTONY(CONT'D)

These positions will makesuitable vantage points for anassault against the city.

CLEOPATRA (O.S.)Then your men will be crushedbefore they even have a chanceto flee.

Everyone turns to face CLEOPATRA as she enters thetent.

She is now cleaned up and far more regal looking thanher previous appearance.

CAESAR rises.

OCTAVIAN is the only man who does not notice herbeauty.

OCTAVIANWho is this?

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CAESAR bows before CLEOPATRA.

CAESARYour majesty.

CLEOPATRA walks towards the map of Egypt.

CLEOPATRAI am Cleopatra, kindred ofHorus and Ra, daughter of Isisand rightful heir to thethrone of Egypt.

DEMETRIUS smiles through his teeth.

DEMETRIUSAnd sire of the Ptolemaicdynasty.

CLEOPATRA addresses DEMETRIUS sternly.

CLEOPATRAI, Demetrius, am not mybrother. He has declared hisown authority. Not mine.

ANTONY looks on, stunned by CLEOPATRA'S beauty.

OCTAVIAN looks ignorant, dismissive of CLEOPATRA.

OCTAVIANAnyway, we have matters notbefitting of a woman todiscuss. So if you'll please.

CLEOPATRA is not amused by OCTAVIAN'S blatant sexism.

CLEOPATRAMatters that will see you thelaughing stock of Ptolemy'sforces.

CLEOPATRA points to the map.

CLEOPATRA(CONT'D)

Your map is as old as yourantiquated ways.

OCTAVIAN is offended.

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OCTAVIANHow dare you address the heirto Caesar in such a manner!

CAESAR interrupts.

CAESAREnough. Cleopatra, please,indulge us.

CLEOPATRA points to various areas of the map.

CLEOPATRAThe positions you suggest forattack are directly in thepath of garrisons belonging toPtolemy's mercenary hordes.

CLEOPATRA now points to different areas of the map.

CLEOPATRA(CONT'D)

I suggest these areas in orderto flank the garrisons. Thiswill distract the enemy,allowing a surprise attack onthe palace.

OCTAVIAN laughs.

OCTAVIANA foolhardy approach. Myassault from the sea is morethan adequate to defeatPtolemy.

CLEOPATRAOn the contrary, it isoverkill. You will waste timeand effort better suited to aland attack.

OCTAVIANNonsense!

ANTONY interrupts.

ANTONYShe could be right Octavian.

CAESAR enters the group.

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CAESARPtolemy is prone to bouts ofhubris. He believes himselfuntouchable. He will not beas well defended on land as heis at sea. I will not riskthe unnecessary destruction ofthe armada.

AGRIPPA bows before addressing CAESAR.

AGRIPPAMy lord, there will be nounnecessary destruction. TheEgyptian flotilla will bedevastated.

CAESAR is decided, swayed by CLEOPATRA.

CAESARI have made my choice.

OCTAVIAN bows.

OCTAVIANVery well, your word is finalmy lord.

CAESARAntony, you and Rufio shallprepare your divisions for theattack.

DEMETRIUS bows before the group, including CLEOPATRA.

DEMETRIUSI too, offer my servicesCaesar. I owe much toPtolemy. I am eager to repayhim in kind.

CLEOPATRAI will lead your men into theattack.

CAESAR approaches CLEOPATRA.

CAESARYour majesty, I must object toyour involvement in thiscampaign.

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CLEOPATRAObject all you want Caesar. Ihave been denied my throne forfar too long. I will not bedenied any longer.

CUT TO:

EXT. ENCAMPMENT - AFTERNOON

We see the ROMAN INFANTRY and ROMAN CAVALRY preparingto march out.

ANTONY inspects the troops accompanied by RUFIO.

RUFIODo you believe Caesar iscommitting more than is worthfor Egypt?

ANTONYThere is much to be gained inan alliance between Rome andEgypt Rufio.

ANTONY notices CLEOPATRA entering CAESAR'S TENT.

ANTONY(CONT'D)

Much indeed.

INT. CAESAR'S TENT - AFTERNOON

CLEOPATRA enters.

CAESAR motions to his SERVANTS.

CAESARPlease, leave us.

The SERVANTS leave.

CLEOPATRAYour men do not hold me inhigh regard.

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CAESAR(sarcastic)

You must excuse us poor,uncivilized, Roman barbarian'smajesty. We are too busysquabbling over scraps of meatand coins of silver and goldto be concerned with the placeof women in society. Otherthan in preparing food andhousecleaning of course.

CLEOPATRA takes a seat.

CLEOPATRAI cannot say that suchignorance causes me anydistress. My beliefs do notpermit it.

CAESARAnd what are your beliefs?

CLEOPATRAWhilst I was in the desert, awoman came to me in a vision.I thought her mad at the timebut have since changed myopinion.

CAESARHow so?

CLEOPATRAShe said that I would meet aman. A man who would help merise from the ashes that I hadreduced myself to. I nowbelieve the old woman to beIsis, in human form.

CAESARYour god?

CLEOPATRA approaches CAESAR.

CLEOPATRAYes. She proclaimed that Iwould follow a man who wouldin turn follow me.

CAESAR nears CLEOPATRA.

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CAESARI follow no-one other than myown free will.

CLEOPATRA laughs.

CLEOPATRAAnd who says I was referringto you?

CAESAR stands close to CLEOPATRA now.

CAESARYou enter my quarters as ifyou were already Queen. Youflaunt yourself to me, beggingmy help in returning you topast glories reminiscent ofyour kings of old. Yet you donot offer me any gratitude inreturn.

CLEOPATRA stands firm before CAESAR.

CLEOPATRAHow dare you!

CAESAR grabs CLEOPATRA.

CAESARNo, how dare you!

CAESAR kisses CLEOPATRA.

CLEOPATRA pulls herself away.

CLEOPATRAI thought women were good onlyfor preparing food andhousecleaning?

CAESAR holds CLEOPATRA firmly in his arms.

CAESARThey have other uses also.

They kiss each other passionately.

CUT TO:

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INT. OCTAVIAN'S TENT - EVENING

OCTAVIAN paces back and forth. His tent is decadentand opulent in its decoration.

AGRIPPA is seated at a table.

OCTAVIANI would think him a madman ifhe did not hold the will ofall Rome.

AGRIPPABut you know that is not so,sir.

OCTAVIANTrue, the Senate has beenrestless of late.

AGRIPPABrutus and Cassius grow wearyof their positions. Theybelieve Caesar wishes to beproclaimed Emperor soon.

OCTAVIAN takes a seat at the table.

OCTAVIANThere will no sooner be a kingin Rome than their will be inEgypt. I know what that whorethinks. Luring him into herspider's web of mysticism anddeceit. I know her plans.She has already ensnared thewill of Caesar. Even the foolAntony listens toher...counsel.

AGRIPPAWhat do you suggest?

OCTAVIANWe will take Egypt as Caesarcommands. We will take herand burn her to the ground.

CUT TO:

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INT. CAESAR'S PRIVATE AREA - EVENING

CAESAR and CLEOPATRA are in bed together.

CAESARI am envious of your youth.This old body is not what itonce was.

CLEOPATRAYou are strong.

CAESARBut I will not last forever.

CLEOPATRAIsis proclaims that you and Iwill live as gods.

CAESARAnd I am sure we will in theafterlife. It is the duringlife that I am concerned with.

CLEOPATRAYou have lived life well.

CAESARBut yet I have no legacy toleave upon this world. It isOctavian who is to carry on myname.

CLEOPATRAYou have no son's?

CAESARMore than anything do I desirea son to carry on my name. Tocarry the glory of Rome to theworld.

CLEOPATRA holds CAESAR'S hand.

CLEOPATRAThen it shall be so.

They kiss.

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INT. CAESAR'S TENT - EVENING

ANTONY enters. He is greeted by a SERVANT.

ANTONYI must speak with Caesar.

INT. CAESAR'S PRIVATE AREA - EVENING

CAESAR is now robed.

CLEOPATRA is still in bed.

ANTONY stands in the doorway, as CAESAR approacheshim, he sees CLEOPATRA in the bed. The two brieflymake eye contact.

CAESARYes Antony, what is it?

ANTONYCaesar, Octavian has returnedto his armada.

CAESARHis childish strops tire me.Let him huff as he pleases.What of your divisions?

ANTONYRufio is preparing our men tomarch. We shall be inAlexandria within two days.

CAESARGood. Then let me not keepyou from your duties Antony.

ANTONY bows.

ANTONYThank you Caesar.

ANTONY leaves.

CAESAR returns to the bedroom. CLEOPATRA sits up inthe bed.

CLEOPATRAProblems?

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CAESARMy nephew has seen fit to takeleave of his duties. We shallset out for Alexandria comedawn.

CLEOPATRAAnd then I shall be Queenagain.

CAESARIndeed you shall.

CUT TO:

EXT. DESERT - DAY

The ROMAN INFANTRY march in formation as the sun beatsdown heavily upon them.

DEMETRIUS leads his NOMAD WARRIORS.

The ROMAN CAVALRY is led by RUFIO.

In front of RUFIO, rides ANTONY.

At the front is CAESAR, on horseback, wearing hisceremonial battle armour. CAESAR is wearing POMPEY'SRING around his neck.

CLEOPATRA rides by his side. She is also wearingbattle armour.

EXT. RIVER NILE - AFTERNOON

The ROMAN ARMY reach the vast expanses of the RiverNile.

CAESAR looks on in amazement.

CLEOPATRABeautiful is it not?

CAESARNot as beautiful as you,majesty.

CUT TO:

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EXT. MEDITERRANEAN SEA - EARLY EVENING

A HUGE ARMADA of ROMAN WARSHIPS sit restlessly on theopen sea.

EXT. OCTAVIAN'S WARSHIP - EARLY EVENING

AGRIPPA, standing up on deck, scans the horizon.

He goes below deck.

INT. OCTAVIAN'S CABIN - EARLY EVENING

OCTAVIAN lounges, eating grapes and drinking wine.

AGRIPPA enters.

AGRIPPASir, we are ready to beginupon your command.

OCTAVIANThen I command you.

AGRIPPA bows and leaves.

OCTAVIAN continues to eat and drink.

CUT TO:

EXT. ALEXANDRIA - EVENING

The ROMAN ARMY march over a hill and we finally seeALEXANDRIA, a large walled city.

It is glorious to behold, except for the FLAMES we cansee licking at the city from the sea.

ANTONYFire! In the city!

RUFIOWho attacks?

CAESAR looks furious.

CAESAROctavian.

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In the distance, we see OCTAVIAN'S ARMADA on theharbour.

CLEOPATRA charges out towards the city.

CAESARCleopatra, wait!

ANTONY rears his horse and rides out after her.

CLEOPATRA charges at great speed now, towards thecity.

CLEOPATRAMy city will not burn!

CAESAR looks on at the city. RUFIO and someLIEUTENANTS prepare BATTLE FORMATIONS amongst theROMAN ARMY.

CAESAR(to RUFIO)

March out.

RUFIO nods and shouts commands to the LIEUTENANTS, whoin turn command the ROMAN INFANTRY and ROMAN CAVALRY.

The ROMAN ARMY move onwards to the city.

DEMETRIUS shout orders to his troops. They are lessstructured in formation than the Romans but that doesnot make them any less dangerous.

ANTONY catches up with CLEOPATRA.

ANTONYMy lady, we must fall backbehind the line!

He points towards the CITY WALLS, something isapproaching ANTONY and CLEOPATRA. Fast. A HUGE CLOUDOF SAND is created by whatever it is.

We hear the sound of HUNDREDS OF HOOVES RUNNING. Asthe HUGE CLOUD OF SAND gives way, we see PTOLEMY'SCAVALRY. They charge towards ANTONY and CLEOPATRA.

CLEOPATRA rides out to meet them. ANTONY followsbehind her.

She is a woman possessed. She draws her SWORD,hacking and slashing wildly into her attackers.

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ANTONY does his best to keep them off CLEOPATRA'Sback.

RUFIO, leading the ROMAN CAVALRY charge as fast asthey can towards ANTONY and CLEOPATRA'S position.

They soon overtake ANTONY and CLEOPATRA, the ROMANCAVALRY clashing against PTOLEMY'S CAVALRY likecrashing waves upon rocks.

ANTONY and CLEOPATRA become lost in the sea of horseand man.

DEMETRIUS and his troops enter the fray.

ANTONY orders DEMETRIUS.

ANTONYDemetrius! Take your men outon the left flank!

DEMETRIUS nods, understanding. He leads his menaround PTOLEMY'S CAVALRY.

On the BATTLEMENTS of the city, BALLISTA'S are beingloaded by PTOLEMY'S ARMY.

HUGE SPEARS are fired from the BALLISTA'S into theROMAN INFANTRY. They pierce through three, five, sixmen at a time. The ROMAN INFANTRY must briefly breakformation to avoid the huge missiles.

CLEOPATRA is still fighting wildly against PTOLEMY'SCAVALRY.

ANTONY grabs CLEOPATRA by the arm.

ANTONYMy lady, there will be a timefor fighting but not when youare like this!

CLEOPATRA continues to strike out.

CLEOPATRAI will not allow my people todie!

ANTONY reassures her.

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ANTONYAnd they shall not! But weneed your head on itsshoulders, where it belongs!

CLEOPATRA regains herself and nods.

She and ANTONY return to RUFIO and CAESAR at the rearof the ROMAN ARMY.

CAESAR(to CLEOPATRA)

My dear, are you okay?

CLEOPATRANot at all.

The BALLISTA assault continues from the city wall.There appear to be hundreds lined on the BATTLEMENTS,firing missile after missile into the ROMAN ARMY.

ROMAN ARCHERS return fire against the BALLISTA'S butare outmatched by sheer firepower.

PTOLEMY'S ARMY roll out CATAPULT'S on the TOWERS ofthe wall and propel LARGE ROCKS at the ROMAN ARMY.

We follow the LARGE ROCKS as they CRASH and SMASH intoRomans and Ptolemites alike. MEN and HORSES arethrown through the air by the devastation.

CLEOPATRA looks to the LARGE GATE leading into thecity.

CLEOPATRAWe must breach the gates!

CAESARSend out the turtle.

ANTONY smiles.

ANTONYSend out the turtle!

DEMETRIUS and his troops attack PTOLEMY'S CAVALRY fromthe left flank, distracting their attention.

Soon, the TURTLE is revealed from the midst of theROMAN ARMY. It is a formation of at least ONE HUNDREDSOLDIERS, protecting their bodies with their shields,creating a shell around them not unlike that of aturtle's shell.

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Then another TURTLE emerges. And another. Andanother.

There are now FOUR TURTLES, marching forward.

The TURTLES smash through PTOLEMY'S CAVALRY andPTOLEMY'S INFANTRY. They CUT and STAB through spacesin their shields. PTOLEMY'S INFANTRY cannot piercethe shell of the TURTLE.

PTOLEMY'S CAVALRY charge at the TURTLES, but SPEARSare revealed through the body of shields, goring theHORSES as they approach.

The TURTLES march forward, taunting in defiance ofPTOLEMY'S ARMY.

The TURTLES reach the LARGE GATE.

The front shielding of the FRONT TURTLE is lowered andBATTERING RAMS are revealed. They begin to smashthrough the gate.

ANTONYWe have them! Charge!

The combined ROMAN ARMY charges towards the LARGEGATE.

On the run, PTOLEMY'S CAVALRY and PTOLEMY'S INFANTRYbegin to scatter, fear of the might of Rome hasgripped them.

As the LARGE GATE is torn apart, the ROMAN ARMY beginto spill into the streets of the city.

DEMETRIUS leads his troops in first.

DEMETRIUSTo the palace! To the palace!We shall have vengeance!!

As CLEOPATRA enters the city, she is shocked to seethe fire raging through the LIBRARY OF ALEXANDER.

She sees CITIZENS fleeing in panic from the blaze.

CLEOPATRAWe must help them!

CLEOPATRA rides out to the flames.

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A SMALL CHILD is separated from her MOTHER by theflames.

CLEOPATRA leaps her HORSE through the flames. Shebravely swoops the SMALL CHILD into her arms andplaces her in the SADDLE.

CLEOPATRA returns the SMALL CHILD to her MOTHER.

MOTHERThank you! Thank you!

ANTONY rides to the side of CLEOPATRA.

ANTONYIt is much too dangerous here,we must retreat from theflames before they spread.

CLEOPATRAIf my people suffer it then soshall I! Water! We needwater!

CLEOPATRA rallies troops to action.

They gather as much water as possible to help dousethe flames.

The battle continues in the streets of the city.

The PALACE is now swarming in the shapes and sounds ofbattle as DEMETRIUS leads his troops into combatagainst PTOLEMY'S ROYAL GUARD.

The fires in the city are now coming under controlthanks to CLEOPATRA.

A united front of SOLDIERS and CITIZENS combine underCLEOPATRA'S leadership, bringing water to and fro.

CAESAR rides next to ANTONY. He admires CLEOPATRA asshe continues to help put out the fires.

CAESARA born leader.

ANTONYShe simply cares for herpeople.

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CAESARTo think Antony, what Romecould do with a woman of herstature. Her glory.

ANTONYRome, Caesar? Or you?

RUFIO approaches CAESAR and ANTONY.

RUFIOMy lords, Ptolemy has beenkilled.

CAESARI did not give orders forthis.

RUFIODemetrius, sir...

CAESARVery well, it is done, no morecan be said of it. To thepalace then.

CLEOPATRA returns to ANTONY and CAESAR.

ANTONYWell done, my lady.

CLEOPATRA is distressed by the damage done to the cityin the battle.

CLEOPATRAThere will need to be muchrebuilding. People's homes,the great library...

CAESARIn time. Now we must attendto other matters.

CLEOPATRAPtolemy?

ANTONYSlain. Demetrius.

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CLEOPATRAI did not wish it, butDemetrius and his peopledeserved their vengeance.

They ride out to the PALACE.

EXT. PALACE - EVENING

We see a LARGE GROUP OF SOLDIERS, led by AGRIPPA andOCTAVIAN. They approach the PALACE.

They meet with CAESAR.

CAESAR dismounts from his horse and approachesOCTAVIAN.

CAESARExplain yourself.

OCTAVIANMy lord, I had been tracking acontingent of Pompey'sremnant. They were plottingan attack on the city. Theyset alight the flotilla in theharbour thus in turn burningthe city.

CAESAR(suspicious)

And this...contingent. Whereare they now?

AGRIPPAPerished, great Caesar. Inthe fire.

CAESAR stands before the entrance of the PALACE, hisback to OCTAVIAN.

CAESAROctavian, you are to return toRome at once.

OCTAVIAN is shocked.

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OCTAVIANBut Caesar, Egypt will requireadministration in its hour ofneed.

CAESARDo not question my authorityOctavian! I have asked of youto return to Rome, do not haveme insist.

OCTAVIAN bows.

OCTAVIANVery well, Caesar. I shallreturn at once.

OCTAVIAN signals to AGRIPPA. They leave the PALACE.

ANTONY approaches CAESAR.

ANTONYDo you think Oct -

CAESARNo more will be spoken of itAntony. I will also requireof you to return to Rome soon.In my stead.

ANTONYYou are staying in Egypt mylord?

CAESAR looks at CLEOPATRA.

CAESARFor the time being, yes.

CUT TO:

EXT. PALACE - DAY

CLEOPATRA stands on the steps of the palace, lookingout at the city.

She is approached by two advisors, TOTH andAPOLLODORUS.

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TOTHYour majesty! It fills myheart with joy to see youreturn to your people. Whereyou belong.

APOLLODOROUSMuch has changed since youwere last here highness.

CLEOPATRAYes, and I intend to change itonce more. For the better.

CUT TO:

INT. CLEOPATRA'S THRONE ROOM - DAY

A grand and overpowering chamber, its scale isenormous. There is a THRONE AREA at the far end ofthe chamber. Today, a glorious ceremony is takingplace.

HUNDREDS OF PEOPLE are in attendance.

CLEOPATRA is seated on the throne.

Presiding over the ceremonies is CAESAR.

CAESARBy the will of the Senate andthe people of Rome, I herebydeclare Cleopatra, kindred ofHorus and Ra, daughter ofIsis... Queen of Egypt.

CAESAR places the REGAL HEADDRESS upon CLEOPATRA.

Everyone, including CAESAR, kneel before her.

CAESARHail Cleopatra! Hail theQueen of Egypt!

The PEOPLE cheer.

ANTONY looks at CLEOPATRA, she looks more beautifulthan anything imaginable.

CUT TO:

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INT. ALEXANDER'S TOMB - EVENING

CAESAR stands before the tomb of the legendaryAlexander.

CLEOPATRA enters.

CLEOPATRAMany times have I seen youstand before him.

CAESARHe conquered the world atthirty two. I, at fifty two,now seek only for the worldnot to conquer me.

CLEOPATRAWhat do you mean?

CAESARThere are many in this worldwho would seek to destroy thatwhich I have worked and foughtso hard to achieve. Even inRome itself, I am not withoutopposition. Squabblingdelegates in the Senatefighting for power as a packof hungry dogs would, fightingfor a scrap of meat.

CLEOPATRA looks to the tomb.

CLEOPATRAAlexander sought to rule theworld from Egypt.

CAESARYes, but I am not from Egypt.

CLEOPATRADoes it matter where you arefrom? What matters are yourdreams, your ambitions.

CAESARAge replaces ambition withcynicism. Believe meCleopatra, ambition fades intime.

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CLEOPATRABut not kingdoms. A kingdomunited under the common bannerof freedom and knowledge. Yousaid it yourself. One world.One people. It is your divineright.

CAESAR seems hesitant.

CAESARI am an old man Cleopatra, theties that bind me have becometoo entwined with the hopesand dreams of others. Many inRome have opposed my desire torule as Emperor. My destinyit seems will not befulfilled.

CLEOPATRAYour destiny is no longer yourown. It also belongs tome...and the life I now carry.

CAESAR looks surprised.

CAESARWhat do you mean?

CLEOPATRAI am with child, Caesar. Yourchild. A child that willcarry on your legacy. A sonto fulfil your destiny. Ourdestiny.

CAESAR sounds hopeful at the thought.

CAESARA son to rule Rome after Ihave passed.

CLEOPATRAA son to rule Rome,Egypt...the world.

They embrace each other.

CUT TO:

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EXT. ROME - FORUM - DAY

The streets of ROME are cluttered with activity.

In the FORUM, stands a GROUP of SENATORS, amongst themare OCTAVIAN, BRUTUS and CASSIUS.

CASSIUSIt is true then?

BRUTUSA boy.

OCTAVIANHe and his Egyptian whore havenamed their son Caesarion.Little Caesar! What bettername for one to sit upon thethrone of Rome.

BRUTUSThere is no throne of Rome.Nor shall there ever be. Romeis a republic, and it shallremain so. Caesar can chooseto remain a god in Egypt if hedesires, but let his godlyintent remain there along withhis bastard and his...Queen ofthe Nile.

OCTAVIAN points to ANTONY, who approaches the group.

OCTAVIAN(to BRUTUS)

The right hand of godapproaches.

ANTONY stands before OCTAVIAN.

OCTAVIANAnyway, why would Caesar shameus poor mortals with his godlypresence when he can send hisservants to carry his word? Aword that would have thefreedom of our great republicremoved.

ANTONY glares at OCTAVIAN.

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ANTONY(to OCTAVIAN)

Mind your tongue Octavian, itwill likely have your headremoved.

OCTAVIANMore likely your sword Antony,for it is sharper and quickerto obey the will of itsmaster...wherever he may be.Rome? Egypt? Who knows.

ANTONY steps closer to OCTAVIAN. Intimidating.

ANTONYDoes the news of Caesar's sonupset you?

OCTAVIAN(defiant)

Of course not.

ANTONYThe way you talk suggestsotherwise.

OCTAVIAN stands closer to the SENATORS.

OCTAVIANAntony, I use my words wherethey are worth most. To thepeople of Rome. Rememberthat.

ANTONY walks after OCTAVIAN as the group disperse.

ANTONY(To OCTAVIAN)

Octavian, the air is clean andfresh today. Might I suggestthat for once in your life youbreathe it in. Deeply.

CUT TO:

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EXT. ALEXANDRIA - DAY

We can now see the city in the full light of day. Itsscope is magnificent.

The fire damage has long since been repaired.

We can see the great lighthouse, the PHAROS, out onthe HARBOUR.

INT. CLEOPATRA'S THRONE ROOM - DAY

CLEOPATRA looks out at the thriving city ofAlexandria.

CAESAR approaches her.

In the background, we can see a young boy, CAESARION(aged 4-7), playing with the HANDMAIDENS.

CAESAR(to CLEOPATRA)

Beautiful, is it not?

CLEOPATRAThere is no place greater.

CAESARAh, but you have not seenRome.

CAESAR points to CAESARION.

CAESAR(CONT'D)

Our son has not yet seen Rome.Caesarion, come forth!

CAESARION runs to his father.

CAESARA lesson for you my son.

CAESAR reveals POMPEY'S RING.

He places it on CAESARION'S FINGER.

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CAESAR(CONT'D)

What you do not let go, no-onecan take from you. Rememberthat little king.

CAESARIONThank you father.

CAESARRun along now, play.

CAESARION returns to the HANDMAIDENS.

CAESARLook at him, born to become aleader of men.

CLEOPATRABorn to become a king.

CAESARI told you, that word is nottolerated in Rome.

CLEOPATRAWhat do we have to fearCaesar? We seek only toenlighten and share.

CAESARSharing is not something myassociates are prepared toconsider nor do very well evenwhen prompted. I receive newsdaily from Antony, the Senateis not pleased at the state ofaffairs here.

CLEOPATRALet them bicker amongstthemselves. Bring the powerof Egypt to the people ofRome, show them the will ofgods. The way the world couldbe and will be.

CAESAR is clearly smitten with CLEOPATRA.

CAESARYou are a woman after my ownheart.

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CLEOPATRAI thought I already had it?

CAESARYou do my dear. You doindeed.

They embrace and look out at Alexandria.

CUT TO:

EXT. ROME - FORUM - DAY

The sun blazes down as HUNDREDS UPON HUNDREDS ofCITIZENS line the streets.

At the steps beneath the Senate building, a THRONE hasbeen erected.

Standing next to the THRONE on one side is ANTONY, onthe other is OCTAVIAN.

Behind the THRONE are seated the MEMBERS OF THESENATE. BRUTUS is amongst their number. Sittingbeside BRUTUS is CASSIUS.

The SOUND OF THE MOB is deafening.

Something approaches.

We can hear a DEEP RUMBLE.

Soon, through the ARCH OF TITUS appear ONE HUNDREDEGYPTIAN CAVALRY.

They are pulling something behind them.

It soon appears through the arch.

A FIFTY FOOT GOLDEN SPHINX, an elaborate floatconstructed to present the majesty of Egypt to thepeople of Rome.

Seated upon the SPHINX FLOAT is CLEOPATRA, decoratedin her most beautiful royal finery. Next to her isCAESAR, sitting between them is CAESARION.

The CITIZENS ROAR AND CLAP in celebration.

CASSIUS does not look pleased.

CASSIUSThis is in poor taste.

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BRUTUSI see no complaints from themob Cassius. And in Rome, themob makes all the difference.Not one man...or woman forthat matter.

The SPHINX FLOAT approaches the THRONE.

OCTAVIAN looks on, unimpressed.

ANTONY is stunned by CLEOPATRA.

The SPHINX FLOAT soon stops.

CAESAR, followed by CLEOPATRA and CAESARION walk downthe steps of the huge float.

CAESAR approaches the THRONE.

ANTONY and OCTAVIAN bow before him.

CAESAR takes his seat on the THRONE.

The CITIZENS cheer.

BRUTUS and CASSIUS look displeased.

ANTONY bows his head before CLEOPATRA and CAESARION.

OCTAVIAN bows only slightly.

CLEOPATRA and CAESARION kneel before CAESAR.

The CITIZENS cheer again.

CLEOPATRA gestures for CAESARION to approach theTHRONE.

CAESAR lifts CAESARION and places him on his knee.

There is an EVEN LOUDER CHEER from the CITIZENS.

OCTAVIAN tries to hide his disgust.

CUT TO:

EXT. CAESAR'S VILLA - EVENING

CAESAR'S VILLA is a beautiful sight to behold. Itoverlooks the River Tiber and gives off a cool glow inthe evening light.

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INT. CAESAR'S VILLA - MEETING CHAMBER - EVENING

CAESAR paces through the room. He looks impatient.

CLEOPATRA is seated in the middle of the room.

Surrounding her are MEMBERS of the SENATE, includingBRUTUS and CASSIUS.

ANTONY and CLEOPATRA make eye contact. They smileever so slightly at each other.

CAESARMust I ask the permission ofthe Senate every time thepeople of Rome require tendingto? Like a child begging tohis parents for a treat?

CASSIUS stands.

CASSIUSAre you, Caesar, suggestingthat the Senate no longerdebate the welfare of Rome?Are you suggesting an end tothe process of Roman law, anend to democracy?

CAESARNo one has strived harder forRoman law and democracy thanI. I make the law Cassius. Idebate the welfare of Rome andits people! Else you canremove this meaningless titleof dictator that you havepinned to me like some meritbadge for good behaviour.

BRUTUS stands.

BRUTUSSurely Caesar recalls thesymbolic nature of the titlebestowed upon him? Honouringhimself above all men.Indicating your willingness toput your people before evenyou. To serve Rome.

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CAESARI have served all of my lifein the name of Rome, Brutus.I have brought half of theworld under the rule of Rome.Most of you owe your fortunesand your lives to me.

CAESAR sits on the THRONE.

CAESAR(CONT'D)

And now, you will owe me as Icommand. You will appoint meEmperor of Rome.

The SENATORS stand in shock. ANTONY breaks thesilence.

ANTONY(to CAESAR)

Might I suggest great Caesar,the day has been long and thehour is now late.

CASSIUS exits along with BRUTUS.

CASSIUS(to BRUTUS)

Too late for Rome.

The SENATORS leave the room.

ANTONY bows before CLEOPATRA.

ANTONYOn behalf of all, graciousmajesty, I thank you for yourgenerous hospitality.

CLEOPATRA rises.

CLEOPATRAThey resent my presence here.That is why they deny Caesarwhat is rightfully his.

CAESAR laughs.

CAESARMy divine right? Let us seethe Senate debate that.

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CAESAR leaves the room.

ANTONY(to CLEOPATRA)

Are you sure of what Caesarwants, of what he reallywants?

CLEOPATRAI do not speak for Caesar.

ANTONYBut your gods, it seem, do.Goodnight, your highness.

ANTONY leaves.

CLEOPATRA stands alone.

CUT TO:

EXT. CAESAR'S VILLA - GARDEN - DAY

CLEOPATRA sits in the garden.

CAESARION plays with the HANDMAIDENS. He runs rightinto OCTAVIAN who is entering.

OCTAVIANCareful little Caesar, you'lldo yourself an injury.

CLEOPATRA stands.

CLEOPATRACaesar is not here.

OCTAVIANYes, I can see that.

OCTAVIAN walks around the garden.

OCTAVIAN(CONT'D)

So, how does the splendour ofRome compare to your Egypt?

CLEOPATRAI consider both a home tomyself and my son.

OCTAVIAN steps closer.

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OCTAVIANYou really shouldn't.

CLEOPATRA stands firm.

CLEOPATRAI don't like your toneOctavian.

OCTAVIANWhy, I'm merely implying thatCaesar does not like to sitstill these days. It seems hemakes his home wherever helays his sword to rest. Or isthat Antony's sword? Or yoursperhaps?

CLEOPATRAI would like very much for youto leave now.

OCTAVIAN smirks.

OCTAVIANI shall not keep you...Queen.Tell uncle I was looking forhim.

As he leaves, he gestures to CAESARION who runsthrough the gardens.

OCTAVIAN(CONT'D)

Lovely little boy, isn't he?He shouldn't run very far.Rome is very large, manyplaces to become lost andalone.

CAESARION smiles to OCTAVIAN.

CLEOPATRA looks fearful for the first time.

CLEOPATRACaesarion, come to me.

CAESARION runs to CLEOPATRA.

OCTAVIAN laughs to himself and leaves.

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INT. CAESAR'S THRONE ROOM - EVENING

CLEOPATRA is seated.

CAESAR, followed by ANTONY, enters the room.

CAESAR does not look pleased.

CAESARThey test my patience Antony.

CLEOPATRA stands and approaches CAESAR.

CLEOPATRAWhat has happened?

CAESAR laughs to himself.

CAESARThey have declared me Emperor,dear. Emperor of all theworld! Ha ha!

CAESAR sits on his throne.

ANTONY approaches CLEOPATRA.

ANTONYThe Senate have granted Caesarposition of Emperor foranywhere other than Rome.

CAESAR sighs.

CAESARI am tired of thesemeaningless titles!

CLEOPATRA puts her hand on CAESAR'S shoulder.

CLEOPATRADo not let this defeat youCaesar. Accept the Senate'soffer.

CAESAR shakes his head.

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CAESARAnd to what end? What awaitsme after this other than apointless existence,satisfying men weaker than I?To redo everything that I havealready done? I cannot.

CLEOPATRA now stands strongly before CAESAR, soundinglike the true leader she really is.

CLEOPATRAIt is what you have never donethat awaits you! What youhave yet to conquer! Caesar,kings and gods are notelected! They are born!

ANTONY steps forward, energised by CLEOPATRA'Spassion.

ANTONYShe is right, Caesar. Let meserve at your side, with ourcombined might we can conquera world so powerful and greatthat we can achieve a dreameven beyond that of Alexander!

CLEOPATRA admires the enthusiasm in ANTONY.

CAESAR shakes his head again. His will deflated.

CAESARThere was a time when Romewould have begged of me torule absolute, but I was toostubborn or stupid to accept.

CLEOPATRA tries to reassure CAESAR.

CLEOPATRACaesar, what is Rome nowexcept one jewel in a crown ofmany.

CAESAR snaps.

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CAESARRome is everything!Everything to me! Please,both of you, leave me. I wishto be alone a while.

ANTONY and CLEOPATRA exit.

CAESAR sits in silence.

CUT TO:

INT. ROMAN BATH - EVENING

OCTAVIAN bathes, accompanied by VARIOUS SENATORS,including BRUTUS, CASSIUS and DECIMUS.

OCTAVIANHas he accepted the offer?

BRUTUSHe will attend the Senatetomorrow. Then we shall know.

OCTAVIANAnd if he refuses?

CASSIUSI have said it before and sayit again. Rome is a republic,no one man is an empire! Weshall hold firm by our beliefseven if Caesar does not sharethem!

BRUTUS nods his head in agreement.

OCTAVIAN leaves the pool.

DECIMUS(CONT'D)

You would stand to gain much,Octavian.

OCTAVIANNevertheless, I will becomeinvolved. It would bedifficult for me toremain...impartial. Goodevening gentlemen.

CUT TO:

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EXT. CAESAR'S VILLA - GARDEN - MORNING

CLEOPATRA sits in the early morning light.

She watches as CAESARION plays on a WOODEN ROCKINGHORSE.

ANTONY enters.

ANTONYMay I join you, majesty?

CLEOPATRAPlease do.

ANTONY sits next to CLEOPATRA.

CLEOPATRAYou have known Caesar longerthan I. Did last night seemstrange to you also?

ANTONYYes, it is not becoming ofCaesar to give in so easily tothe demands of others. Sayingthat, he has fought so veryhard for these very samepeople. And for which he isrewarded very little, otherthan the meaningless titles hedespises so.

ANTONY takes notice of CAESARION.

ANTONYHe is a strong boy. Egyptianand Roman blood. Quite amixture. He will make a goodleader.

CLEOPATRAHe will. The gods have saidso.

ANTONYYou have strong beliefs inyour gods?

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CLEOPATRAOf course, they have guided methroughout my life by theirdivine wisdom.

ANTONYIn my experience, there is notmuch luck to be had in hopingfor divine intervention whenthe cold steel of a sword isinches from your heart.

CLEOPATRAYou hold little faith then?

ANTONYOnly in myself, majesty. Onlyin myself. Highness, forgiveme, but I find that instead oflooking to the skies above forguidance or hope even, it paysbetter to look a little closerto home.

CLEOPATRARight now, I am not sure ofwhere my home is. I havetried very much for Caesar'ssake to be happy here in Rome.

ANTONYAnd you are not?

CLEOPATRAThere are many...individualswho it would seem go out oftheir way to make my time herevery difficult. I should feelhappy here with Caesar and myson, but right now, I feelvery alone.

ANTONY points to CAESARION.

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ANTONY(CONT'D)

You have a strong son. Helooks to you for thatstrength. Be not alone forthe love he holds for youcould blossom a thousandflowers for a thousand years.He has you to thank for thatlove. Care not what thesefools think. Octavian,Cassius. The only love theyknow is dependant upon howmuch they pay. Or are paid.You are stronger than that.

CLEOPATRAThank you, Antony.

ANTONYNo, your majesty. Thankyourself. Each of us has thestrength within us to overcomeanything. You just have toknow where to look.

ANTONY and CLEOPATRA smile at each other.

CAESAR enters the garden, accompanied by SERVANTS.

CAESARThere you are!

ANTONY and CLEOPATRA rise.

CLEOPATRAYou seem different thismorning.

CAESARYes, I slept rather well lastnight. I have decided toreject the offer of theSenate.

ANTONY and CLEOPATRA look shocked.

ANTONYYou are sure, Caesar?

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CAESAROf course I'm sure, I've neverbeen more sure of anything inmy life. The Senate mustaccept my role as Emperor ofRome.

CAESAR takes CLEOPATRA aside.

CAESARSince you came into my lifeyou have changed me. Awokenmy eyes to possibilitieshitherto unseen.

CLEOPATRAWhat do you mean?

CAESARYou told me of your vision.Of your prophecy from thegods. That you would follow aman and he in turn wouldfollow you. To become godsthemselves.

CLEOPATRA smiles.

CLEOPATRAYes. I am so far from homenow that I sometimes forget ofmyself.

CAESARCleopatra, the whole worldwill be our home now. And ourson...the future.

CAESARION runs to CAESAR.

CAESAR(to CAESARION)

And you my little king, littleCaesar, do you remember what Ionce told you? What you donot let go -

CAESAR points to POMPEY'S RING on CAESARION'S hand.

CAESARIONNo-one can take from you.

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CAESAR laughs.

CAESARSpoken like a true king. Runalong now and play. Upon myreturn this evening I shallread more to you of the greatAlexander.

CAESARIONGoodbye father.

CAESARGoodbye my son.

CAESARION returns to the WOODEN ROCKING HORSE.

CAESAR walks to ANTONY.

CAESARCome Antony, let us have thisover and done with.

CLEOPATRA holds CAESAR'S ARM.

CLEOPATRABe careful.

CAESARGods fear nothing. You havetaught me that much. Goodbyemy love.

CLEOPATRAGoodbye.

They kiss each other.

CAESAR leaves.

CLEOPATRA approaches ANTONY.

CLEOPATRADo not leave his side.

ANTONY BOWS AND LEAVES.

CUT TO:

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EXT. SENATE - DAY

CAESAR and ANTONY approach the entrance to the grandSENATE building.

ANTONY(to CAESAR)

The fate of all Rome lies inyour hands Caesar.

CAESARThen let us not dawdle.

They climb the steps.

DECIMUS appears and approaches ANTONY.

DECIMUSAntony! Antony! I must speakwith you at once!

DECIMUS takes ANTONY to one side.

CAESAR continues to the SENATE.

ANTONY(to DECIMUS)

Is this really necessary?

DECIMUSIt is a matter of greaturgency. Come.

ANTONYVery well.

DECIMUS and ANTONY leave.

As CAESAR enters the SENATE, he is greeted by BRUTUSand CASSIUS.

BRUTUSWelcome, Caesar.

The doors to the SENATE are closed shut as CAESARenters.

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INT. CAESAR'S VILLA - AFTERNOON

CLEOPATRA sits with CAESARION. Together they studybooks and an ATLAS ENCASED IN GLASS which is on theTABLE.

CLEOPATRAAnd one day my son, you shallrule all of this.

CAESARIONI wouldn't know what to dowith it all, mother.

CLEOPATRA laughs.

CLEOPATRAYou will one day. You will.You are as wise as yourfather.

CAESARIONAnd as strong as you, mother?

CLEOPATRAYou have more strength withinyou than I could ever know,dear Caesarion. You havestrength enough for all theworld.

RUFIO enters. He looks distressed.

RUFIOMy lady...

CLEOPATRA(to CAESARION)

Go off and play now my child.

CAESARION leaves.

RUFIO hurriedly approaches CLEOPATRA.

CLEOPATRAWhat is it Rufio?

RUFIOMy lady...my lady. Caesar.Caesar has been murdered.

CLEOPATRA is speechless. She slumps to the floor.

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RUFIO tries to help her to her feet.

CLEOPATRAI...I...do not believe it.

RUFIOIt is true. Killed in theSenate by Brutus, Cassius andother senators who now flee.

CLEOPATRAWhere is Antony?

RUFIOHe seeks them now even as wespeak.

CLEOPATRA takes a seat at the TABLE.

RUFIO(CONT'D)

My lady...can I do anythingfor you?

CLEOPATRANo. Thank you Rufio. You mayleave.

RUFIO bows and then leaves.

CLEOPATRA sits for a moment and then SMASHES the ATLASENCASED IN GLASS against a wall.

She breaks down into tears.

CUT TO:

EXT. ROMAN - FORUM - EVENING

HUNDREDS OF CITIZENS are gathered as CAESAR'S BODY isset at a FUNERAL PYRE.

ANTONY, accompanied by many CENTURIONS and SENATORS,throws a LIT TORCH onto the PYRE.

The FUNERAL PYRE ignites. The flames illuminate theforum in the darkness.

The CITIZENS are cheering and crying in equal measure,their sounds soon become a cacophony, drowning out thesound of funeral fire.

In the shadows, we can see CLEOPATRA.

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She wears a DARK ROBE which shrouds her face.

She stands alone as she watches her great Caesarburned.

CUT TO:

EXT. HARBOUR - EVENING

CLEOPATRA'S GOLDEN BARGE is being loaded by SERVANTSwith SUPPLIES, EQUIPMENT and FURNITURE.

The majestic PURPLE SAIL of the barge blows lightly inthe breeze.

CLEOPATRA is being attended to by HANDMAIDENS.

She looks out at the sea.

ANTONY appears behind her.

ANTONYWhy do you run away?

CLEOPATRAIn Egypt we build monumentsworthy of the gods themselvesto honour our dead kings.Here you burn them. I havenever felt more alone than Ido now.

ANTONYYou have nothing to fear. Iwill protect you and Caesarionboth.

CLEOPATRA(scathing)

Protect us! Ha! I know thatyou declared Octavian asrightful heir to Caesar. Hemust be delighted.

ANTONY tries to justify.

ANTONYIt was Caesar's will! IfOctavian had not been named,how long do you think it wouldhave been before they came foryou and your son?!

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CLEOPATRA turns her back to ANTONY.

CLEOPATRAWhat does it matter now? Thedream of Caesar's was murderedalong with him. I havenothing now except for mypeople in Egypt. Where Ibelong.

ANTONY holds CLEOPATRA'S arm as she tries to walk toher ship.

ANTONYAnd what if Caesarion couldlay claim to Caesar's legacy?

CLEOPATRAHa! Who in Rome would settlethat dispute?

ANTONYI will present it to theSenate myself if I must.

CLEOPATRAYou would be laughed out ofcourt!

CLEOPATRA continues towards her ship.

ANTONY watches as she walks away.

ANTONYIs this how Cleopatra, Queenof the Nile, stands before herenemies? In defeat, cowering?That is not the woman I saw inEgypt, fighting so hard toprotect her people. Defiant,strong. A goddess.

CLEOPATRA stops in her tracks, her back to ANTONY. Wecan see tears swell in her eyes.

CLEOPATRAI thank you for your kindnessMark Antony. Farewell.

She boards her ship.

ANTONY watches as she leaves.

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EXT. MEDITERRANEAN SEA - EVENING

CLEOPATRA'S FLOTILLA sails out across the rockywaters.

EXT. CLEOPATRA'S BARGE - EVENING

CLEOPATRA looks out at the fading coastline of Italy.

She cradles CAESARION in her arms. She weeps toherself.

FADE TO BLACK

CUT TO:

EXT. ALEXANDRIA - DAY

We move across the skyline of Alexandria.

INT. ALEXANDER'S TOMB - DAY

CLEOPATRA stands before the tomb. Next to her side isher advisor, TOTH.

TOTHThe crops have prospered sinceyour return highness. Truly,the gods shine down upon us.

CLEOPATRA seems distant.

Another advisor, APOLLODOROUS, enters.

APOLLODOROUSNews reaches us of Rome,highness. The triumvirate hassuffered a blow. Octavian hasforced Lepidus into exile. Itseems he is now only one stepaway of assuming sole controlof Rome. His ambition, itwould seem, knows no bounds.Antony's legions do not havestrength enough if Octavianforces his hand.

CLEOPATRA does not seem concerned.

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CLEOPATRAAnd what business is this ofmine?

APOLLODOROUS steps forward.

APOLLODOROUSMajesty, with the wealth ofEgypt behind him, Antony couldtake the fight to Octavian.It will not be long beforeOctavian convinces the Senatethat Egypt poses a threat toRome's stability. We must beprepared for suchinevitability.

TOTH interrupts.

TOTHTalk of such things is notwise. Rome should be an allyof Egypt. Warmongering leadsto only one fate.

CLEOPATRA begins to walk away. Disinterested.

CLEOPATRAI have little interest in theaffairs of Rome.

APOLLODOROUSBut highness, it could bringCaesarion one step closer tohis rightful place as heir tothe Roman Empire.

CLEOPATRACaesarion's rightful place ishere. In Egypt. With me.

CLEOPATRA now seems curious to APOLLODOROUS'eagerness.

CLEOPATRA(CONT'D)

I sense an ulterior motivebehind your eagerness toinform me of Roman politicsApollodorous. What is yourreal reason for disturbing me?

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APOLLODOROUS bows.

APOLLODOROUSMy apologies, majesty. MarkAntony wishes an audience. Heis on his way to Alexandriaeven as we speak.

CLEOPATRA laughs.

CLEOPATRATo beg at my feet? To crawlbefore me, beggingforgiveness, when it was hewho allied himself toOctavian's destiny and notCaesarion's? I will entertainAntony, if only for my ownpersonal amusement.

CUT TO:

INT. CLEOPATRA'S THRONE ROOM - DAY

Seated on TWO THRONES are CLEOPATRA and CAESARION (nowaged 10-14). They are surrounded by SERVANTS andADVISORS, including TOTH and APPOLODOROUS.

Approaching the throne is ANTONY accompanied by RUFIO,another General CANIDIUS and a SMALL GROUP OFSOLDIERS.

ANTONY stands before the joint rulers of Egypt.

CLEOPATRA looks unimpressed.

CLEOPATRAThe great Mark Antony.Defender of the people.Defender of Rome. Champion ofthe late, great Caesar. Onwhose authority do you standbefore the rule of Egypt?

ANTONYBy the Pro Consul of Rome.

CLEOPATRAAh, the Pro Consul of Rome.And you are the lap dog?

ANTONY is insulted.

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ANTONYHow dare you!

CLEOPATRANo, how dare you! You come tome under a pretence, when allyou really want from me iswealth. You are a whoreAntony. Is Caesar's name worthso little to you now? Thatyou come before me nowexpecting gratitude, acceptingRome's offer of allegiance?In the name of Octavian, thegreat Caesar Octavian?! Ohyes, I have heard hisblasphemies travel afar.

Everyone in attendance seems uncomfortable at the lackof CLEOPATRA'S restraint.

ANTONY remains calm.

ANTONYMight we discuss of this inprivate?

CLEOPATRAMight we? Perhaps. I shalltreat you to the wealth ofEgypt. A glorious banquet inyour honour, Mark Antony.

CUT TO:

INT. CLEOPATRA'S PRIVATE CHAMBER - EVENING

A huge chamber, luxurious beyond comparison. Bedroom,study and dining room in one.

ANTONY is seated across from CLEOPATRA at a LARGEDINING TABLE.

A SERVANT pours wine for the two.

The SERVANT leaves.

There are TWO EMPTY PLATES in front of ANTONY andCLEOPATRA both.

ANTONYAre we to dine this evening?

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CLEOPATRABut of course.

CLEOPATRA removes TWO PEARL EARRINGS.

CLEOPATRAI received these as a tributefrom Eastern Kings.

She removes the PEARLS from the EARRINGS.

They shine miraculously in the light.

ANTONYThey are marvellous. Theymust be worth a hundredservants at least.

CLEOPATRA SWALLOWS a PEARL and takes a drink of wine.

ANTONY is stunned.

CLEOPATRAAt least.

CLEOPATRA takes the remaining PEARL and places it onANTONY'S PLATE.

ANTONY stares at the PEARL.

CLEOPATRA looks amused.

CLEOPATRAAre you not hungry?

ANTONYI cannot eat this!

CLEOPATRAOf course not. You holdwealth above all. To me, itis without worth. It isnothing. To you it iseverything.

ANTONY stands.

ANTONYI did everything I could foryou. I stood before theSenate, I laid claim forCaesarion. I tried with allmy might.

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CLEOPATRAYour might it seems was notstrong enough. Not as strongas your greed. A three waysplit of the empire. My, itsurely must have tested yourmight then! And this,triumvirate, you call it?This three way rule. Tell mewhy you agreed so easily toshare with the likes ofOctavian?

ANTONY hammers his fist down on the table.

ANTONYDo not speak to me of mattersyou have no involvement in!Rome tore itself apart afterCaesar's death. What could Ido? What could I do?Octavian's allies are many. Ihad no choice but to offer mysupport to Octavian!

CLEOPATRAAnd now that Octavian haschased away your lastremaining ally, Lepidus, youcome crawling back to Caesar'slast hope? Caesar's Egyptianwhore Queen.

ANTONY is now enraged.

ANTONYI showed you nothing butrespect! Respect! When theswine's of Rome looked downupon you, I was there to holdyou high! To hold you as thegoddess Caesar proclaimed you.

CLEOPATRA sits down.

CLEOPATRAAnd therein lays the problem.I am no goddess. I believedin the vision of my gods.That Caesar and I would liveeternal. They were wrong. Iam no goddess.

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ANTONY resumes his seat. And his calm.

ANTONYYou are a woman. Nothingmore. Nothing less.

CLEOPATRAAnd what are you Antony?

ANTONY hangs his head in shame.

Averting his gaze from CLEOPATRA.

ANTONYA coward.

CLEOPATRA looks ANTONY in the eyes.

There is an indescribable electricity between the two.A magnetism.

A chemistry that was not evident even betweenCleopatra and Caesar.

CLEOPATRAI remember the first time Isaw you. I was very young.You had helped my father,Auletes, reclaim his throne.You were a hero. I was verymuch impressed.

ANTONYAnd I was very much younger.

CLEOPATRA(smiling)

Now you are starting to soundlike Caesar.

ANTONYIf only I was half the man.Caesar taught me everything Iknow. He was like a father tome. I would love for nothingmore than to see his dreamsfulfilled.

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CLEOPATRAThere is nothing to stop you.Antony. I remember thepassion in your voice when youspoke to Caesar of exceedingthe dreams of even the greatAlexander. I realise now thatthe dream did not die withCaesar. It lives on in peoplelike you and me. Antony, Iwill offer you the wealth ofmy kingdom. In return, offerCaesarion your share of Rome.

ANTONY laughs.

ANTONYAnd declare war againstOctavian in the process?

CLEOPATRAHow long before he declares itagainst you?

ANTONYAnd you, Cleopatra, what doyou get out of this?

CLEOPATRATo see the future of thisworld as Caesar had hoped. Aworld united. A world as one.

ANTONYI see why Caesar admired youso. You have such passion.Your eyes hold hopeand...faith.

CLEOPATRAI thought you did not havefaith?

ANTONY is now looking deeply into CLEOPATRA'S eyes.

ANTONYWell, I suppose it's like Itold you one time. You justhave to know where to look.

ANTONY leans forward. He kisses her. CLEOPATRAhesitates slightly, but soon let's herself go.

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They kiss passionately, throwing themselves onto theLARGE DINING TABLE.

CUT TO:

EXT. RIVER NILE - AFTERNOON

An exotic looking FISHING BOAT sails on the Nile.

EXT. FISHING BOAT - AFTERNOON

ANTONY and CAESARION are fishing in the Nile.

CLEOPATRA sits and watches them. She is tended to byher HANDMAIDENS and SERVANTS.

CAESARION catches a fish.

ANTONYLittle Caesar. You impresseven me! That's the sixthfish you have caught thisafternoon and yet I havecaught none!

CAESARION laughs.

CAESARIONThat's because you hold thefishing rod like a sword! Youshould not be fighting thefish! Let the fish come toyou.

ANTONY looks back at CLEOPATRA.

ANTONYHe has much of his father inhim.

CAESARION hooks another fish.

ANTONYAh, another one! Show melittle Caesar, I am but asimple brute with a sword.

CAESARION places ANTONY'S hands around the rod.

CAESARIONHold like this.

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CLEOPATRA whispers into the ear of one of herSERVANTS.

The SERVANT smiles and leaves.

CAESARION continues to teach ANTONY.

CAESARIONNow, you must be patient.

ANTONY throws a glance to CLEOPATRA.

ANTONYDefinitely not one of myvirtues.

Suddenly, ANTONY'S fishing line tugs.

ANTONYI...I've got one!

ANTONY and CAESARION both pull on the line. A LARGEFISH is pulled up.

ANTONYMy goodness! He's enormous!

Except the fish isn't moving.

CLEOPATRA is joined again by her SERVANT, who appearssomewhat wet.

ANTONY prods the fish.

ANTONY(to CAESARION)

I'm sure their still supposedto be alive when you pull themout of the water!

CAESARIONThis one looks ready to cook!

ANTONY looks at CLEOPATRA and smiles.

ANTONYIndeed.

CLEOPATRA laughs and smiles back.

CUT TO:

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EXT. CLEOPATRA'S MAUSOLEUM - EVENING

CLEOPATRA and ANTONY walk around the huge mausoleum.

ANTONYSo, these are the greatmonuments you build to honouryour kings.

CLEOPATRAOr Queens.

ANTONY smiles.

ANTONYOr Queens. I must be veryprivileged. Seeing all thegreat secrets of Cleopatra.

They walk around to the back of the mausoleum.

CLEOPATRAHere, let me show you anotherone.

CLEOPATRA pushes a stone in the wall of the mausoleum.

A SECRET DOOR opens.

They enter.

INT. CLEOPATRA'S MAUSOLEUM - BURIAL CHAMBER - EVENING

ANTONY and CLEOPATRA emerge into a marvellous roomdecorated in gold, laden with Egyptian treasure.

In the centre, is a LARGE SARCOPHAGUS.

ANTONY is awestruck.

ANTONYTruly befitting of the Queenof Kings. This is where youwill be laid to rest when yourtime comes?

CLEOPATRABoth of us. If you wish it.

ANTONY kisses CLEOPATRA.

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ANTONYI wish it.

INT. CLEOPATRA'S MAUSOLEUM - EVENING

ANTONY and CLEOPATRA emerge from the BURIAL CHAMBERinto the main chamber of the mausoleum.

It looks like the wealth of Egypt is kept here.

ANTONY approaches a FRUIT BASKET.

ANTONY(to CLEOPATRA)

Hungry?

CLEOPATRA sees ANTONY open the FRUIT BASKET.

CLEOPATRANo! Don't open that!

As ANTONY opens the lid, an ASP rears, ready tostrike.

CLEOPATRA runs over to the FRUIT BASKET.

CLEOPATRADo not move.

She stares at the ASP, drawing its gaze from ANTONY.

She almost seems to be controlling it, the snakebegins to coil itself back up and return inside theFRUIT BASKET.

CLEOPATRA replaces the lid.

ANTONY wipes the sweat from his brow.

ANTONYFond of snakes are you?

CLEOPATRAThey are revered in Egyptiansociety. It is said that ifone is to receive the bite ofan asp that they shall begranted immortality.

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ANTONYWell, I'd rather not put thatto the test.

CUT TO:

EXT. ROME - DAY

Business as usual in Rome. Large rain clouds appear,briefly blocking out the sun.

INT. OCTAVIAN'S HOME - DAY

A flamboyant residence full of BUSTS OF OCTAVIAN. Egocentric.

OCTAVIAN is being attended to by many FEMALE SERVANTS.The height of decadence being displayed before oureyes.

Enter AGRIPPA, followed by his captain GALLUS. GALLUSis a brooding hulk of a man. Not much for talking.

They are escorting Cleopatra's advisor, TOTH.

OCTAVIANAh, the Alexandrian.

TOTH bows before OCTAVIAN.

TOTHCaesar.

OCTAVIANMy ears do bleed every timeyou speak to me. Please bebrief.

TOTH produces a SILVER COIN.

OCTAVIAN examines the coin. His expression soon turnsto one of anger.

OCTAVIANThis is the final insult.

TOTH looks like a dog expecting a treat.

TOTHMy family and I? We may havethe villa you promised?

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OCTAVIAN stands.

OCTAVIANIndeed you may, Toth. Youhave served your Caesar well.

TOTH kisses OCTAVIAN'S hand repeatedly.

TOTHThank you great Caesar, thankyou!

OCTAVIAN(disgusted)

Yes, yes, enough. You're notin Egypt anymore. We havemanners here.

TOTH bows and then leaves.

AGRIPPAWhat now?

OCTAVIAN grins.

CUT TO:

INT. SENATE - DAY

Every tier of the Senate is crammed full of SENATORS.Amongst them is a prominent senator, GERMANICUS.

This morning's debate is being held by OCTAVIAN.

OCTAVIANRome has reached the end itwould seem.

GERMANICUSWhat do you speak of AugustCaesar?

OCTAVIANI speak of the people whowould see her name and gloryfall for the sake of theirown. I speak of the peoplewho desert their birthright,their heritage in order tohonour the heritage of others.I speak of the traitor MarkAntony!

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GERMANICUSThis is not true, Mark Antonyis a hero of the Roman people!Avenger of Julius Caesar!

OCTAVIANTrue, he did avenge the deathof my illustrious predecessor.Antony, it would seem, isquite intent on following inthe footsteps of the greatJulius Caesar. Would it shockyou, fellow Romans, to learnthat Antony has taken theEgyptian slut for his wife?

A DISPLEASED SENATOR stands.

DISPLEASED SENATORNonsense! We will not havethe same problems we hadbefore!

GERMANICUS mediates.

GERMANICUSIf Mark Antony has takenCleopatra for his wife thenwhat right do we have tooppose that? He is his ownman. He at least has thatright.

OCTAVIANBut not the right to giveRoman land to the bastard whohas no rights under Roman law.

GERMANICUSWhat?

OCTAIVAN presents a SACK.

He empties the SACK out onto the SENATE FLOOR.

DOZENS OF SILVER COINS pour out.

GERMANICUS examines one of the coins.

It is a ROMAN DENARI bearing the face of Antony andCleopatra.

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OCTAVIANIt seems this is legal tendernow in various Romanprovinces. Yes, it seems anEgyptian owns one third of ourgreat Republic. The Egyptianwhore Queen has tangled yetanother of Rome's heroes intoher web of deceit and lies.She is a witch! A witch. Andsoon this witch will come foryou all. All of Rome. Unlesswe take action now!

The DISPLEASED SENATOR is looking through the COINS.

DISPLEASED SENATORThis is an outrage!

The SENATORS stand, angered by this news. They nowbecome very rowdy.

GERMANICUS punches his arm in the air.

GERMANICUSThere can be only one courseof action.

OCTAVIAN bows before the Senate.

OCTAVIANThe people of Rome demand it.And I will deliver it.

CUT TO:

EXT. TOTH'S VILLA - EVENING

A serene looking villa in the countryside.

The downpour of rain is tremendous. CRASHES oflightning followed by the LOW RUMBLING GROWL ofthunder.

We see HORSES and CENTURIONS approaching the villa.

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INT. TOTH'S VILLA - BEDROOM - EVENING

TOTH sleeps with his WIFE.

A BABY is cradled in a COT.

TOTH'S eyes open.

OCTAVIAN hovers menacingly above him.

TOTHCaesar?

OCTAVIAN plunges his SWORD into TOTH'S heart. TOTHsuddenly gasps for air as the life is sucked out ofhim.

We see some CENTURIONS enter accompanied by the bruteGALLUS.

OCTAVIAN(to CENTURIONS)

Egypt is an enemy of Rome.Leave none alive.

OCTAVIAN leaves as the CENTURIONS draw their weapons.

TOTH'S WIFE awakens.

She screams as she sees her dead husband.

GALLUS stands above the BABY in the COT. He draws hissword.

EXT. TOTH'S VILLA - EVENING

OCTAVIAN climbs up onto his HORSE.

From inside the VILLA we can hear the sound ofCHILDREN screaming.

AGRIPPA approaches OCTAVIAN.

OCTAVIANHave the armada ready forlaunch. Prepare for war.

They ride out together.

The screaming from TOTH'S WIFE stops.

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EXT. ALEXANDRIA - HARBOUR - DAY

CLEOPATRA and ANTONY walk out along the harbour.There is a huge assembly of ships docked. They areapproached by RUFIO, CANIDIUS and Antony's shipcaptain, MARCUS.

MARCUS marvels at the size of the fleet.

MARCUSIt is true then?

ANTONY embraces MARCUS in a hug.

ANTONYI'm afraid so, my old friend.

RUFIOTo be at war with Rome ismadness.

CLEOPATRAOctavian declared war firstRufio. Not us. We merelyanswered the call.

CANIDIUSThen do we invade Italy? Takethe fleet straight to Rome?

ANTONYWe will meet them at Actium.If Octavian wants war, then weshall give him a war worthy ofremembrance. Marcus, youshall serve with me, my goodfriend. Rufio, Canidius. Youalready have your orders.

RUFIO and CANIDIUS bow. They leave, followed myMARCUS.

CLEOPATRAI want to stand by your side.

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ANTONYNo. You must remain at therear of the fleets. Hold theline. One thing I havelearned about war, it does notpay to wear your heart on yoursleeve. Swords first, heartssecond.

CUT TO:

EXT. ACTIUM - DAY

FOUR HUNDRED WARSHIPS sit on the sea of Actium. Thisis ANTONY'S ARMADA. Comprising of Roman and Egyptianships, they are led by ANTONY'S WARSHIP.

EXT. ANTONY'S WARSHIP - DAY

ANTONY looks out at the armada.

CLEOPATRA stands by his side.

ANTONYThat it has come to this. Iam full of sorrow.

CLEOPATRAThis is not of your making.

ANTONYPerhaps.

RUFIO approaches with CANIDIUS.

RUFIOThe fleet is ready.

CANIDIUSThey will be here by dawn.

ANTONYThen we shall meet them.

CANIDIUS points out to various areas of the ocean.

CANIDIUSAgrippa will try to outflankus. A vice manoeuvre.

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RUFIOHe will use this as adistraction, whilst he leads adetachment out to reach Egypt.

ANTONYHe shall not set foot onEgypt's shores. Rufio, youwill take your fleet on theleft flank and force themback. Canidius, you will takethe right flank and push theirships into Rufio's fleet. Ishall feign a withdrawal, butwill then take my fleet behindAgrippa, pushing him into ourcombined fleets. We willcrush them into each other.

CLEOPATRAAnd Octavian, will he rear hishead?

ANTONYHe is a coward. He will notshow his head lest I removeit.

CUT TO:

EXT. ACTIUM - DAWN

The ocean is calm. The sun rises bringing with it agolden sheen to the cold blue water.

On the horizon, we can see OCTAVIAN'S ARMADA. Thereare at least THREE HUNDRED SHIPS. They are smaller insize than their opponents but are faster and morenimble.

There are THREE SECTIONS of ships, one hundred shipsper section.

ROMAN FLEET ONE is on the left and ROMAN FLEET THREEis on the right.

ROMAN FLEET TWO, led by OCTAVIAN'S WARSHIP, is in thecentre section.

The flag of OCTAVIAN'S INSIGNA, A GOLDEN EAGLE, blowsin the wind.

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EXT. ANTONY'S WARSHIP -DAWN

ANTONY sees OCTAVIAN'S WARSHIP.

ANTONYYou are full ofsurprises...Caesar.

MARCUS approaches ANTONY.

MARCUSAntony. We are in positionnow to fall back.

ANTONYCaptain, move the fleet outnow! Straight down the middletowards that bastard!

MARCUS looks confused.

MARCUSBut my lord, that was not partof our plan?!

ANTONYI am changing the plan!

EXT. ACTIUM - DAWN

ANTONY'S ARMADA is split into FOUR SECTIONS.

ANTONY'S FLEET is in the centre. RUFIO'S FLEET andCANIDIUS' FLEET to his left and right respectively.

CLEOPATRA'S FLEET brings up the REAR FLANK.

ANTONY'S WARSHIP begins to move out, followed by hisfleet.

EXT. CLEOPATRA'S FLAGSHIP - DAWN

CLEOPATRA looks out at the vastness of the Romanfleet.

She is approached by her commander, RAMOS.

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RAMOSMy lady, lord Antony, he movesout ahead of the fleet.

CLEOPATRAWhy? He was supposed to fallback, to convince Agrippa thathe was retreating.

EXT. RUFIO'S WARSHIP - DAWN

SOLDIER'S use MIRRORS to communicate between theships. Flashing light like not unlike a Morse code.

RUFIO watches as ANTONY'S WARSHIP races out.

RUFIO(surprised)

What is he doing?

EXT. CANIDIUS' WARSHIP - DAWN

CANIDIUS spots the reason ANTONY'S WARSHIP moves withhaste. He spots the central warship with the GOLDENEAGLE flag.

CANIDIUSOctavian. He is here.

A SHIP CAPTAIN approaches CANIDIUS.

SHIP CAPTAINGeneral, what orders?

CANIDIUSWe will proceed as planned.Send the fleet out to meet theright flank.

EXT. ACTIUM - DAWN

CANIDIUS' FLEET moves out to the right flank to meetROMAN FLEET THREE.

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EXT. RUFIO'S WARSHIP - DAWN

RUFIO looks frustrated, confused at Antony's actions.

He shouts to his CAPTAIN.

RUFIOWe have our orders. Take theleft flank!

EXT. ACTIUM - DAWN

RUFIO'S FLEET moves out to the left flank to meetROMAN FLEET ONE.

ANTONY'S WARSHIP followed by his fleet continues oninto the centre, straight towards OCTAVIAN'S WARSHIPand ROMAN FLEET TWO.

EXT. CLEOPATRA'S WARSHIP - DAWN

CLEOPATRA watches as the fleet break out into theirbattle formations.

RAMOSMy lady, what do you command?

CLEOPATRAWe must hold this position atwhatever cost. That fleetmust not reach Egypt.

RAMOSYes, my lady.

RAMOS moves out, shouting orders to his men.

CLEOPATRA looks out at ANTONY'S WARSHIP.

CLEOPATRAAntony.

EXT. ANTONY'S WARSHIP - DAWN

ANTONY does not remove his gaze from OCTAVIAN'SWARSHIP. There is a look of solid determination inhis eyes.

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MARCUS approaches. He is pleading in his tone.

MARCUSMy lord, at least let me orderhalf our fleet into ouroriginal position.

ANOTNY snaps.

ANTONYNo!! If we kill Octavianhere, now, we can end this warbefore it even begins!

MARCUS looks unconvinced.

INT. OCTAVIAN'S CABIN - DAWN

The DOOR to the cabin opens. AGRIPPA enters.

OCTAVIAN sits with his feet up on a table, relaxingwhile TWO WOMEN play HARPS.

AGRIPPAGreat Caesar. Antony hastaken the bait.

OCTAVIANThen turn the ocean red withthe blood of treachery,Agrippa.

AGRIPPA bows and leaves.

EXT. ACTIUM - DAWN

RUFIO'S FLEET moves closer to ROMAN FLEET ONE.

EXT. CANIDIUS' WARSHIP - DAWN

The SHIP CAPTAIN approaches CANIDIUS.

SHIP CAPTAINRufio's ships are in positionGeneral.

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CANIDIUSWe can not crush this armadatogether, not with Antony inthe middle. What is hethinking!

EXT. ACTIUM - DAWN

ANTONY'S FLEET clashes with ROMAN FLEET TWO.

EXT. ANTONY'S WARHSIP - DAWN

ANTONY shouts orders to his men.

ANTONYFire ballista's!!

BALLISTA'S are fired from the warship at the enemy.

EXT. ACTIUM - DAWN

We see HUGE SPEARS firing from ANTONY'S FLEET intoROMAN FLEET TWO.

However, ROMAN FLEET TWO is made up of smaller andfaster ships. They are able to sail quickly in orderto avoid too much damage.

EXT. RUFIO'S WARSHIP - DAWN

RUFIO watches as ANTONY'S FLEET engages with theenemy.

RUFIO shouts to his CAPTAIN.

RUFIOBring the archers out! Wecannot use the ballista's forfear of hitting Antony'sfleet.

The CAPTAIN nods.

We soon see ARCHERS lining the sides of the ship.

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They open fire upon ROMAN FLEET ONE.

EXT. ACTIUM - DAWN

HUNDREDS OF ARROWS are loosed from RUFIO'S FLEET intoROMAN FLEET ONE.

We see ROMAN SOLDIERS falling from their ships as theyare hit with the arrows.

Meanwhile, ANTONY'S FLEET continues its recklessassault on ROMAN FLEET TWO.

EXT. ANTONY'S WARSHIP - DAWN

The BALLISTA'S continue to fire. And they mainly misstheir targets.

MARCUSMy lord, they are too fast.We cannot do damage enough!

ANTONY shouts to MARCUS.

ANTONYThen we shall slow them down.Overshoot with the ballista's!

MARCUS nods in acknowledgment.

EXT. ACTIUM - DAWN

Now the HUGE SPEARS from ANTONY'S FLEET begin to makecontact with the ships of ROMAN FLEET TWO.

They violently pierce the hulls of the ships, breakingand splintering wood in all directions.

In the distance, we see CANIDIUS' FLEET moving towardsROMAN FLEET THREE.

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EXT. CANIDIUS' WARSHIP - DAWN

CANIDIUS shouts to the SHIP CAPTAIN.

CANIDIUSDo as Rufio. Use the archers!

EXT. ACTIUM - DAWN

The ARCHERS of CANIDIUS' FLEET open fire on ROMANFLEET THREE.

EXT. ANTONY'S WARSHIP - DAWN

They are closing on OCTAVIAN'S WARSHIP.

ANTONYFaster! Faster! Row this tubfaster!!

EXT. ACTIUM - DAWN

We can now see a large aerial perspective of thebattle.

There is chaos and mayhem everywhere. The blue of theocean water can barely be seen for the barrage ofboats assailing each other.

RUFIO'S FLEET is forcing ROMAN FLEET ONE back.

CANIDIUS' FLEET is unable to perform the intended planof pushing the Roman fleet into each other and nowtries to push them back instead.

OCTAVIAN'S ARMADA seems more concerned with leadingANTONY'S ARMADA astray, like a game of tag.

ANTONY'S FLEET is in the midst of chaos amongst ROMANFLEET TWO.

EXT. ANTONY'S WARSHIP - DAWN

They are right on OCTAVIAN'S WARSHIP.

ANTONYRam them! Ram their fleet!

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EXT. ACTIUM - DAWN

ANTONY'S FLEET has encircled ROMAN FLEET TWO.

The large ships of ANTONY'S FLEET begin to ram thesmaller ships of ROMAN FLEET TWO.

Behind this carnage, we can see CLEOPATRA'S FLEET.They are waiting.

EXT. CLEOPATRA'S FLAGSHIP - DAWN

CLEOPATRA watches the mayhem unfold.

CLEOPATRA(to RAMOS)

Something is not right. TheRoman's offer little contest.

RAMOS points into the distance, we can now see afourth Roman fleet appear, led by a LARGE FLAGSHIP.This fleet, ROMAN FLEET FOUR, is made up of about TWOHUNDRED SHIPS.

EXT. CANIDIUS' WARSHIP - DAWN

There is pandemonium as fire is returned betweenopposing ships.

CANIDIUS spots ROMAN FLEET FOUR.

They are heading straight for CANIDIUS' FLEET.

CANIDIUSMore Roman ships attack!

EXT. ANTONY'S WARSHIP - DAWN

SOLDIERS throw large HOOKS and ANCHORS into the hullof OCTAVIAN'S WARSHIP.

They begin to raise planks in order to board.

While this is happening ARCHERS from both ships fillthe air with arrows.

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The SOLDIERS try and duck out of the way but many arehit.

ANTONY gets ready to board OCTAVIAN'S WARSHIP. Hedraws his sword.

INT. OCTAVIAN'S CABIN - DAWN

OCTAVIAN continues to sit in a state of utterrelaxation.

We can hear the sounds of battle surround him but heappears unperturbed.

The TWO WOMEN continue to play gentle music on theirHARPS. OCTAVIAN reads to himself the affairs of Rome.

OCTAVIAN(to himself)

Drop the levels of taxation inthe eastern district?! Arethey mad?! Honestly, I turnmy back on Rome for one secondand they seek to drain us dry!

OCTAVIAN laughs to himself.

EXT. ANTONY'S WARSHIP - DAWN

ANTONY in full swashbuckling mode, swings from a ropeonto -

EXT. OCTAVIAN'S WARSHIP - DAWN

ANTONY lands on deck. He is followed by his SOLDIERSwho climb aboard.

ANTONY cuts his way through the ENEMY ARCHERS andENEMY SOLDIERS, making his way to Octavian's cabin.

INT. OCTAVIAN'S CABIN - DAWN

OCTAVIAN is smooching with the TWO WOMEN, pouring wineover them.

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EXT. ACTIUM - DAWN

Again, we have another aerial perspective of thebattle.

RUFIO'S FLEET successfully keeps ROMAN FLEET ONE atbay.

CANIDIUS' FLEET appears muddled amongst ROMAN FLEETTHREE. We can see ROMAN FLEET FOUR closing to joinwith ROMAN FLEET THREE. As it does, at least ONEHUNDRED SHIPS split off and head towards CLEOPATRA'SFLEET.

EXT. CLEOPATRA'S FLAGSHIP - DAWN

CLEOPATRA sees the ships headed for her fleet. Sheshouts to RAMOS.

CLEOPATRAPrepare for battle!

EXT. OCTAVIAN'S WARSHIP - DAWN

ANTONY hacks and slashes his way through the enemy,truly demonstrating his skill with a blade

INT. OCTAVIAN'S CABIN - DAWN

OCTAVIAN continues to laugh and play with the TWOWOMEN.

EXT. OCTAVIAN'S WARSHIP -DAWN

Blood splashes and limbs fly as ANTONY cuts a swatheof devastation down to where the main cabin is.

Seizing his sword handle in a tight grip, ANTONYapproaches the CABIN DOOR. He can feel his hour is athand. He kicks the door open.

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INT. OCTAVIAN'S CABIN - DAWN

The door opens.

OCTAVIAN casually turns his glance towards the door.

Standing in the doorway is not Antony as we expectedbut is instead AGRIPPA.

AGRIPPAMy lord, I have dispatchedhalf of our fleet to join thebattle. We head now for theirrear flank. Egyptian ships.

OCTAVIANCleopatra. Good.

OCTAVIAN exits the cabin and climbs up the stairs to -

EXT. OCTAVIAN'S FLAGSHIP - DAWN

We can see the battle raging in the distance.

We now realise that this ship belongs to ROMAN FLEETFOUR and not ROMAN FLEET TWO as we were led tobelieve.

OCTAVIANAgrippa, bring me Egypt.

AGRIPPA smiles.

AGRIPPAWith pleasure.

They speed towards CLEOPATRA'S FLEET.

INT. CABIN - DAWN

ANTONY stands in the cabin, surrounded by FIVEPRAETORIAN GUARD, led by GALLUS.

These men are the best of the best and ANTONY knowsit. They draw their swords.

They simultaneously launch into attack towards ANTONY.

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ANTONY defends himself in the confined space as besthe can. He parries each attack, unable to return theviolent gestures as the onslaught is too much.

ANTONY picks up a TABLE to block the attacks.

GALLUS, the brute, lunges with his sword and carvesthrough the table but becomes stuck.

Using this to his advantage, ANTONY kicks the table,sending GALLUS flying into the PRAETORIAN GUARD.

GALLUS kills a PRAETORIAN GUARD in anger.

In the confusion, ANTONY manages to kill one of theguards leaving only three.

ANTONY quickly dives out of the cabin and runs back upto deck.

EXT. ACTIUM -DAWN

ROMAN FLEET TWO has now surrounded OCTAVIAN'S WARSHIP.

HUNDREDS OF ROMAN SOLDIERS begin to pour out of eachship onto the deck of OCTAVIAN'S WARSHIP.

EXT. OCTAVIAN'S WARSHIP - DAWN

The battle rages. MARCUS is now amidst the conflict,rallying the SOLDIERS as they continue to defendthemselves.

ANTONY is chased onto the deck by GALLUS and theremaining PRAETORIAN GUARD.

They continue to fight, their bodies lost in the tideof soldiers in combat on the ship.

EXT. ACTIUM - DAWN

We see CANIDIUS' FLEET. His large ships are sinkinginto the ocean as they are overwhelmed. They are introuble and are being obliterated by the combinedforces of ROMAN FLEET THREE and half of ROMAN FLEETFOUR.

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They fire CATAPULTS at the ships of CANIDIUS'S FLEET.The hulls are blasted apart by the force of theCATAPULT attack.

EXT. CANIDIUS' WARSHIP - DAWN

CANIDIUS is fighting with ROMAN SOLDIERS who haveboarded his vessel. His men are outmatched by thesheer number of ROMAN SOLDIERS.

CANIDIUSWe are lost!

CANIDIUS is violently stabbed to death by severalROMAN SOLDIERS.

EXT. ACTIUM - DAWN

RUFIO'S FLEET is still in a stable position, fendingoff ROMAN FLEET ONE.

EXT. RUFIO'S WARSHIP - DAWN

RUFIO looks sorrowful as he sees the devastation whichhas been unleashed.

CANIDIUS' FLEET is destroyed.

ANTONY'S FLEET is devastated, their leader lostamongst the carnage.

RUFIO reluctantly orders his CAPTAIN.

RUFIORetreat. Fall back.

EXT. ACTIUM - DAWN

We see RUFIO'S FLEET begin to fall back.

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EXT. OCTAVIAN'S FLAGSHIP - DAWN

OCTAVIAN and AGRIPPA survey the battle.

AGRIPPAWe have them on the run.

OCTAVIAN seems unconcerned as to the rest of thefleet.

OCTAVIANAntony is aboard my warshipyou say?

AGRIPPAYes sir.

OCTAVIANThen burn it.

AGRIPPA looks shocked.

AGRIPPABut sir, our own men will bekilled.

OCTAVIANA noble sacrifice to destroythe traitor of Rome. Burn it.

AGRIPPA gives orders to his men.

Using mirrors, they signal the other fleets of thearmada.

EXT. ACTIUM - DAWN

ROMAN FLEET THREE and half of ROMAN FLEET FOUR areupon the remnants of ANTONY'S FLEET and ROMAN FLEETTWO.

They begin to fire CATAPULTS containing BLAZINGFIREBALLS.

The FIREBALLS smash into every ship in their path,igniting flames not only upon the ships but also onthe water, so strong is their power.

OCTAVIAN'S WARSHIP is hit.

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EXT. OCTAVIAN'S WARSHIP - DAWN

FLAMES ERUPT onto the deck, many soldiers are caughtin the blaze and burn, running about madly, jumpingfrom the ship into the water.

ANTONY is fighting for his life. He catches aPREATORIAN GUARD off balance and runs him through.

GALLUS lunges forth and slashes ANTONY across the leg.

ANTONY recoils in pain.

GALLUS lifts his sword to strike another blow but isblocked by MARCUS, who intervenes.

A HUGE FIREBALL smashes down onto the deck, killingthe remaining PRAETORIAN GUARDS. GALLUS dives out ofthe way. MARCUS pushes ANTONY out of the way.

MARCUSMy lord, our fleet isfinished. We must retreat.

FLAMES surround them.

ANTONYRetreat to where?

EXT. CLEOPATRA'S FLAGSHIP - DAWN

CLEOPATRA watches as the ocean burns.

She sees ROMAN FLEET FOUR, led by OCTAVIAN'S FLAGSHIPheading for them.

She is in turmoil. OCTAVIAN'S WARSHIP is sinking,consumed by flames.

CLEOPATRARamos! Set sail for the fire.We must rescue as many as wecan.

RAMOSBut my lady, Octavian willslip through!

CLEOPATRA sighs.

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CLEOPATRAYes, I know. But if we do notact now then there will be no-one left to defend Egypt!

RAMOSAre you sure you do this forthe right reasons majesty. Toabandon all for one man...itis -

CLEOPATRASay no more Ramos. Do as Icommand.

RAMOS bows and gives orders to his men.

EXT. ACTIUM - DAWN

We begin to see CLEOPATRA'S FLEET move out, towardsthe raging fires of battle.

EXT. OCTAVIAN'S FLAGSHIP - DAWN

AGRIPPA watches as CLEOPATRA'S FLEET move towards thebattle.

AGRIPPACleopatra, she leaves.

CLEOPATRALet her. Let her burn withher lover.

EXT. ACTIUM - DAWN

OCTAVIAN'S FLAGHSIP and ROMAN FLEET FOUR leave thebattle and head out to sea.

CLEOPATRA'S FLEET is closing in on the carnage.

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EXT. OCTAVIAN'S WARSHIP - DAWN

The ship is slowly sinking.

The deck is now consumed in fire and water.

SOLDIERS are now more concerned with saving their ownlives than taking the lives of others.

Except GALLUS, who continues to pursue ANTONY andMARCUS up the MAST of OCTAVIAN'S WARSHIP.

GALLUS is like an animal, he hacks and hacksrelentlessly. MARCUS is kicking at GALLUS as ANTONYcontinues to climb, looking for a way to escape. Hespots CLEOPATRA'S FLAGSHIP approaching.

OCTAVIAN'S WARSHIP is tugged at violently from thepull of the ocean. It sinks further into the depths.

ANTONY and MARCUS slip from the MAST, catching a holdof the RIGGING.

GALLUS leaps from the MAST onto the RIGGING.

It's two against one now as they sword fight on theship's RIGGING.

GALLUS, with his sheer strength, cuts through the ropeand cleaves a chunk out of MARCUS.

MARCUS screams and falls from the RIGGING, plummetinginto the fiery ocean below.

ANTONYMarcus!!

ANTONY is now enraged. He swings wildly for GALLUS.

EXT. CLEOPATRA'S FLAGSHIP - DAWN

CLEOPATRA stands with her sword drawn as they approachthe burning hulk that was once OCTAVIAN'S WARSHIP.

CLEOPATRA'S FLAGHSIP pushes through the remains ofburning hulls and flags, almost untouchable. A goldenfist punching through the wreckage.

Her SERVANTS and SOLDIERS help any survivors fromANTONY'S ARMAMDA up onto the ship.

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CLEOPATRA spots ANOTNY, fighting with GALLUS upon theRIGGING.

EXT. OCTAVIAN'S WARSHIP - DAWN

The flames have caught onto the RIGGING now, burningit quickly.

ANTONY and GALLUS climb to avoid the flames, stillfighting each other.

GALLUS loses his footing and plummets into the flamesbelow.

ANTONY leaps from the rigging towards the PURPLE SAILof CLEOPATRA'S FLAGSHIP. He stabs his sword into thesail, sliding down it.

EXT. CLEOPATRA'S FLAGSHIP - DAWN

ANTONY tears his sword through the purple cloth andhits the deck.

CLEOPATRA turns to face him.

As she does, GALLUS, now a human fireball, climbs uponto the deck, screaming, charging towards CLEOPATRAand ANTONY.

ANTONY runs towards him but CLEOPATRA can handleherself.

She quickly spins with her sword, decapitating theburning GALLUS. He drops to the deck. RAMOS and somemen kick his burning body overboard.

ANTONY looks out at the ocean.

Fires rage as ships sink into the waters below. Theair is filled with thick black smoke. So muchdestruction and all for nothing.

ANTONY slumps.

ANTONYI have failed.

CLEOPATRA pulls him to his feet.

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CLEOPATRANot while Alexandria stands.Not while Cleopatra and Antonystill live. Not while thedream of Caesar stillsurvives. Ramos?

RAMOSYes, majesty?

CLEOPATRASet sail for Egypt. It's timeto end this.

EXT. ACTIUM - DAWN

The battle now over, CLEOPATRA'S FLEET set sailtowards Egypt.

CUT TO:

EXT. ALEXANDRIA - HARBOUR - EVENING

We can see the remains of RUFIO'S FLEET docked in theharbour.

CLEOPATRA'S FLEET is docking.

ANTONY walks out along the dock. He sees RUFIOapproaching.

ANTONY punches RUFIO in the face.

ANTONYCoward! What do you think youwere doing!

RUFIO(angered)

No, Antony! No! What wereyou doing?! We had a plan ofattack which you broke as soonas you saw Octavian.

ANTONYI am well aware of what I didRufio. Octavian was not partof the plan. I took a chance,which is more than I can sayfor you.

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RUFIO regains his composure, remembering that he istalking to his superior.

RUFIOYes, lord Antony. I can onlysay that I was concerned forthe lives of my men.

ANTONYAnd their loss will beremembered appropriately.

RUFIO bows his head.

RUFIOYes.

RUFIO walks away.

CLEOPATRA appears behind ANTONY.

She puts her hand on his shoulder.

ANTONYHe's right. I was a fool. Somany lives lost in a moment ofmadness.

CLEOPATRAIt is too late now to dwell onit. They were brave men whodied for what they believedin. They died for you Antony?

ANTONYAnd not because of me?

CLEOPATRAAnd if you had a secondchance? Would you do thesame?

ANTONY does not answer.

CLEOPATRA walks on.

ANTONY stands in the middle of soldiers tendingwounds. His army is a wreck.

CUT TO:

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INT. CLEOPATRA'S THRONE ROOM - EVENING

APPOLLODOROUS approaches ANTONY and CLEOPATRA.

APOLLODOROUSOctavian is based on theisland of Samos. He ispreparing a large army.

CLEOPATRAWe have two full legions here.

ANTONY looks in despair.

ANTONYIt is not enough. Octavianhas allies from here to Rome.We cannot match his strength.

CLEOPATRABut we will nevertheless. Wewill meet Octavian.

CUT TO:

EXT. PALACE GARDEN - MORNING

CLEOPATRA and CAESARION sit in a small garden area.In the centre of the garden grows a LARGE TREE.

ANTONY is watching them both from a distance.

CAESARIONI wish I had known my fatherbetter.

CLEOPATRAYou already have much of himin you.

CAESARIONI am sad that he is not here.

CLEOPATRA points to a FRAIL LEAF which blows from abranch of the LARGE TREE.

CLEOPATRAYour father was like that leafthere.

CAESARIONWhat do you mean?

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CLEOPATRAThat leaf has neared the endof its life. It is ready tofall.

CAESARIONBut, is that not a sad thing?

CLEOPATRALet's ask the leaf.

CLEOPATRA stands next to the FRAIL LEAF.

CLEOPATRALittle leaf. Are you sad?

CLEOPATRA turns to her son and shakes her head.

CLEOPATRA(CONT'D)

The leaf is not sad.

CAESARIONWhy?

CLEOPATRABecause the leaf has lived itslife well, passing itsstrength and nourishment intothis great tree. And thisgreat tree will stand for along time yet.

The FRAIL LEAF falls from the tree and joins a smallpile of LEAVES on the ground.

CLEOPATRA(CONT'D)

You see, now the leaf lieswith others. They have allhelped to make the treestrong. The leaf would bevery happy.

CLEOPATRA puts her arm around CAESARION.

ANTONY watches and smiles to himself.

CUT TO:

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INT. CLEOPATRA'S PRIVATE CHAMBER - DAY

ANTONY looks out at Alexandria.

CLEOPATRA approaches.

CLEOPATRAYou seem distant.

ANTONYHave I been a fool Cleopatra?Have I doomed us all? Thepeople expect me to act as agod would but I am no god. Iam not even Caesar.

CLEOPATRAYou are a man. Nothing more.Nothing less.

APOLLODOROUS enters.

CLEOPATRAMajesty, an emissary from thearmy of Octavian wishes anaudience.

CLEOPATRA looks at ANTONY.

ANTONYBring them before us.

INT. CLEOPATRA'S THRONE ROOM - AFTERNOON

CLEOPATRA is seated with CAESARION and ANTONY.Standing to their side is RUFIO and APOLLODOROUS.

Approaching the throne is DEMETRIUS accompanied bysome of his NOMAD WARRIORS and a small detachment ofROMAN SOLDIERS.

CLEOPATRADemetrius. The king with nohome.

DEMETRIUSI do not declare myself to beany king, majesty.

ANTONY points to the ROMAN SOLDIERS.

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ANTONYBut you declare yourself anally of Octavian?

DEMETRIUSI ally myself only with thosewho have this kingdoms bestinterests at heart.

CLEOPATRA laughs.

CLEOPATRAAnd you believe this ofOctavian? That he has yourbest interests at heart?

DEMETRIUSThe wealth of my people hasincreased ten fold since weallied ourselves with Rome.

ANTONYMoney is not everythingDemetrius.

DEMETRIUS steps closer.

DEMETRIUSGreat Caesar offers -

CLEOPATRAI will not hear that namementioned in association withyour...master.

DEMETRIUSOctavian...offers the greatCleopatra, Queen of Kings, achance to end this dispute.

CLEOPATRAContinue.

DEMETRIUSBring him the head of MarkAntony and he shall cease allhostilities against Egypt.

CLEOPATRA looks at ANTONY.

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CLEOPATRADemetrius, go to your masterand tell him that I will seemy own head upon a spikebefore I treat with the likesof him.

DEMETRIUS smiles.

DEMETRIUSI was hoping you would saythat.

DEMETRIUS nods to his NOMAD WARRIORS.

They suddenly spring into action and kill the ROMANSOLDIERS.

DEMETRIUS bows at the feet of CLEOPATRA.

DEMETRIUSI am yours to command majesty.

ANTONY steps forward.

ANTONYHow many men do you have?

DEMETRIUSI command one thousand men. Amere pip in the field ofOctavian's tens of thousands.

ANTONYHow soon can they be here?

DEMETRIUSAs soon as humanly possible.

ANTONYThen bring them as fast ashumanly possible.

DEMETRIUS bows and begins to leave with his NOMADWARRIORS.

CLEOPATRA(to DEMETRIUS)

Thank you Demetrius.

DEMETRIUS turns.

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CLEOPATRANo, majesty. Thank you. Youhave restored the honour andglory of Egypt. For that, Iam eternally grateful.

DEMETRIUS and his men leave.

CUT TO:

INT. ANTONY'S CHAMBERS - EVENING

ANTONY sits looking at a MAP OF EGYPT.

RUFIO enters and approaches ANTONY.

RUFIOMy lord, do you really believethat this will work? Octavianmusters all of Rome behindhim.

ANTONYIf Octavian falls then hisnumbers will count fornothing.

RUFIO(doubtful)

And then what? You andCleopatra will simply pick upthe reigns and resume control?

ANTONYRufio, just have your menready for battle. Leave thepolitics to me.

RUFIOPolitics was never yourspeciality sir.

ANTONYTrue, but politicians rarelyhave to stand on the battlefield. I will. And I willmake it count.

CUT TO:

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INT. CLEOPATRA'S PRIVATE CHAMBERS - EVENING

CLEOPATRA watches as CAESARION sleeps.

ANTONY enters.

ANTONYHe looks so peaceful.

CLEOPATRAI wish I could say the same.

CLEOPATRA walks over to the window and looks out atthe city.

SOLDIERS are preparing for battle.

CLEOPATRA(CONT'D)

The city is so quiet tonight.Yet, I find no peace in it.For I know the quiet precedesthe noise of war. The soundof death. I do not want itAntony. I did not want any ofthis.

ANTONYAre you saying that you regretall of this? That you regretCaesar? Myself? Caesarion?

CLEOPATRAOf course not! I loved...Ilove you all. My people. Myblood. My very soul. Andtomorrow, it will stand fornothing!

ANTONY grasps a hold of CLEOPATRA.

He has a strong look of determination in his eyes.

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ANTONYNot while we still stand.Remember your words? Notwhile there is breathe in usenough to strike out. Yes, Iknow that Octavian outnumbersus. But let us lead byexample. What we do not orcannot finish, others surelywill! I told you once thatthe strength was within usall. Not in the hands ofgods, or kings or queens. Inthe hands of simple men.

CLEOPATRAAnd women.

ANTONY(smiling)

Yes. And women. We all havethat strength.

CLEOPATRAWe just need to know where tolook.

ANTONY points out through the window.

ANTONYAnd tomorrow, my love, it isout there. Our destiny is outthere. That is where we willfind it.

ANTONY and CLEOPATRA embrace and kiss each other.

CLEOPATRAI love you.

ANTONYAnd I love you too. With allof my heart.

CUT TO:

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EXT. ALEXANDRIA - CANOPUS GATE - DAY

Outside the city is the army of Antony and Cleopatra,TWELVE THOUSAND STRONG, consisting mainly of INFANTRYbut also a strong CAVALRY presence.

The army is led by ANTONY and RUFIO.

RUFIOI see the nomad has desertedyou.

ANTONYHave faith, Rufio.

ANTONY rides out. RUFIO follows.

The TWELVE THOUSAND STRONG ARMY march out into thesand dunes of the DESERT.

EXT. DESERT - DAY

ANTONY and RUFIO ride up a LARGE SAND DUNE, as theycome over the dune they see it -

We can not see the sand of the desert anymore for itis alive with the might of OCTAVIAN'S ARMY. HUNDREDSOF THOUSANDS STRONG, stretching for as far as the eyecan see.

RUFIOThis is madness Antony! Weshould fall back to the city.At least there we can use itswalls to hold them off.

ANTONYI told you Rufio, I need onlysee Octavian, and then we canend this once and for all.

CUT TO:

EXT. ALEXANDRIA - DAY

The city is deserted bar the EGYPTIAN ARMY which islined on the walls and patrolling in the streets.

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INT. CLEOPATRA'S THRONE ROOM - DAY

CLEOPATRA is looking out at the eerily quiet city.

CAESARION stands by her side.

APOLLODOROUS enters.

APOLLODOROUSMajesty, Antony has metOctavian's forces. They shakethe earth with their march.

CLEOPATRAWe will hold this city.Octavian shall not enter it.

CUT TO:

EXT. DESERT - DAY

OCTAVIAN in battle armour leads his horse out into aclear spot of the desert, accompanied by his GENERAL.

ANTONY and RUFIO approach them.

Both armies remain still.

OCTAVIANRufio. Rome has need of you.

RUFIO looks at ANTONY.

RUFIOI'm sorry.

ANTONY rides towards OCTAVIAN. As he does, we canhear the TWELVE THOUSAND STRONG ARMY behind ANTONYmarch.

They march straight past ANTONY, and join up withOCTAVIAN'S ARMY.

ANTONY remains calm.

OCTAVIAN dismounts from his horse and approachesANTONY.

ANTONY dismounts.

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OCTAVIANI have granted Rufio leniency.I will offer you the same. Iwill not kill you. Instead, Ishall parade you and yourwhore to all the territoriesof Rome. There you shall bemocked and shamed until youcan no longer bear to lookupon one another again. Theshame will be so great thatyou'll wish I killed you. Yousee? I, the great Caesar, ama forgiving...king. A godeven.

ANTONYWould he forgive you thoughOctavian? The true Caesar?

OCTAVIANI am the true Caesar.

ANTONY points back in the direction of the city ofAlexandria.

ANTONYNo, the true Caesar is there.In Alexandria.

OCTAVIAN begins to circle ANTONY.

OCTAVIANWell, that will be dealt withaccordingly.

ANTONYAnd Julius Caesar, was hedealt with accordingly?

OCTAVIANYour insinuations are tingedwith the bitterness of a soreloser, Antony.

OCTAVIAN is standing behind ANTONY.

ANTONYYour hands may not have heldthe dagger that killed him,but you played your part. Ofthat I have no doubt.

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Suddenly OCTAVIAN PLUNGES A CONCEALED DAGGER intoANTONY' back.

ANTONY drops to the ground, gasping for air.

OCTAVIANYou have no doubt do you?Well, I have no doubt aboutthe fate of your EgyptianQueen and her son. Perhaps Iwill take her as my mistressand her son as I my dog.

OCTAVIAN steps closer to ANTONY, playing with theDAGGER.

OCTAVIAN(CONT'D)

I read your will Antony. Init you wrote of how you wishto be buried by her side,here, in great Alexandria. ARoman funeral here in Egypt.For that, I would indeed behappy to play my part.Believe me when I say thisAntony, I would rather seemyself dead than see your lastwill and testament granted.I'll see you dragged to thefarthest reaches, spat on anddespised with all the venomyou so richly deserve. Youwill never rest in peace withher! Never! I would ratherdie than see it!

ANTONY suddenly LUNGES forth, his SWORD drawn in ablur.

The blade catches OCTAVIAN on the neck, slicing intohis skin.

OCTAVIAN staggers back, blood dripping from the fleshwound.

The strength has fallen from ANTONY as he collapsesonto the sand.

In the background, we can hear a DISTANT RUMBLE, likethunder.

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OCTAVIAN looks over the sand dunes. The sound is notthunder.

It's DEMETRIUS' ARMY, ONE THOUSAND STRONG, mainlyconsisting of CAVALRY. ANTONY weakly smiles.

OCTAVIAN pulls himself back onto his horse and returnsto his own troops.

OCTAVIAN shouts to his GENERAL.

OCTAVIANWipe these vermin from theface of the earth!

The GENERAL shouts orders, which are repeated byCOMMANDERS throughout OCTAVIAN'S ARMY.

They begin to move.

DEMETRIUS watches, he is not intimidated. He iswilling to sacrifice his life.

He draws his sword and rears his horse.

DEMETRIUSCharge!!!

DEMETRIUS' ARMY charge out to meet OCTAVIAN'S ARMY.The odds are not good for DEMETRIUS.

SWORDS, SPEARS, SHIELDS and BODIES are broken in themassive clash of flesh upon steel. However stronglythey are outnumbered, DEMETRIUS' ARMY fight with apassion not shared by OCTAVIAN'S ARMY.

Separated from battle, ANTONY crawls weakly throughthe sand dunes.

He sees someone on horseback approaching him from thebattle.

It is DEMETRIUS. He is pierced with TWO ARROWS. Hereaches down for ANTONY, helping him up onto hishorse.

DEMETRIUSGo, be with your people.

DEMETRIUS jumps from the horse and makes sure thatANTONY is secure in the saddle.

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ANTONYThank you, my friend.

DEMETRIUS slumps to the ground, the life draining outof him.

DEMETRIUSGo!

He hits the horse.

The horse carries ANTONY away from the battle.

CUT TO:

INT. CLEOPATRA'S THRONE ROOM - DAY

CLEOPATRA waits patiently with her HANDMAIDENS andCAESARION.

APOLLODOROUS enters.

APOLLODOROUSYour highness, our scoutsbring news of the battle.

CLEOPATRA(hopeful)

Antony?

APOLLODOROUS shakes his head.

APOLLODOROUSNo, my lady. I'm sorry.Octavian's army now march uponour city.

CLEOPATRA stands firm despite the bad news.

CLEOPATRAApollodorous, take Caesarion.I want you to leave the citywith him.

APOLLODOROUS nods.

APOLLODOROUSHe will be safe with me,majesty.

CLEOPATRA kneels beside CAESARION.

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CLEOPATRABe brave, my son.

She kisses POMPEY'S RING on the finger of CAESARION.

CLEOPATRA(CONT'D)

Be strong. For your people.For me. I love you.

CAESARIONI love you too, mother.

APOLLODOROUS escorts CAESARION from the throne room.

CUT TO:

EXT. ALEXANDRIA - THE WALL - DAY

RAMOS is preparing his troops upon the battlements ofthe great wall which surrounds Alexandria.

They stand by BALLISTA'S and CATAPULT'S, ready.Waiting.

In the distance we see the sandy horizon turn black.The black horizon grows closer as we reveal it isOCTAVIAN'S ARMY.

RAMOS hesitates as he becomes aware of the size of theopposition.

RAMOSMay the gods have mercy uponour souls.

CLEOPATRA (O.S.)Gods will not decide theoutcome of this day.

RAMOS turns.

CLEOPATRA is now in full battle regalia.

She marches out to the main battalion of troops uponthe wall.

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CLEOPATRANo, gods will not decide ourfate. Our fate is in our ownhands. Our fate is decided bymere mortal hands and by meremortal will. Our destiny isforged by mortal men andwomen. Men and women whostand defiant even before themight of a false god. Freemen and women standing unitedfor a free world!

The SOLDIERS shout and cheer.

SOLDIERS(in unison)

Hail Cleopatra! Hail theQueen of Kings!

CLEOPATRANo! Hail yourselves...and letthe enemy be the one to begfor mercy. Remember this mypeople! What you do not letgo, no-one can take from you!

EXT. ALEXANDRIA - CANOPUS GATE - DAY

OCTAVIAN'S ARMY approach.

They begin to break off into FOUR DIVISIONS,surrounding the four walls of the city.

The GENERAL is shouting orders to his men.

OCTAVIAN is sat upon his horse at the rear of thearmy. He has a SCARF wrapped around his neck. It isblood stained from his wound.

EXT. ALEXANDRIA - THE WALL - DAY

CLEOPATRA paces the length of the wall.

RAMOS is ordering his men.

RAMOSArchers ready!

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The EGYPTIAN ARCHERS load arrows into their bows.

RAMOSPrepare the ballista's!

The BALLISTA'S are loaded.

RAMOSPrepare the catapult's!

The CATAPULT'S are loaded.

CLEOPATRA draws her sword.

CLEOPATRAPrepare for war!

RAMOS shouts to his men.

RAMOSFire! Fire!

EXT. ALEXANDRIA - CANOPUS GATE - DAY

SPEARS are fired from the BALLISTA'S.

BOULDERS and ROCKS are fired from the CATAPULT'S.

They collide with OCTAVIAN'S ARMY.

OCTAVIAN remains calm. His GENERAL rides next to him.

GENERALSir, our frontline is tooclose. They are beingcrushed. We must move themout of range.

OCTAVIANAnd you and I General? Are weout of range?

GENERALWell, yes sir.

OCTAVIANThen that is all that matters.Continue the attack asplanned.

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GENERALWe are readying the siegeladders.

OCTAVIANVery well. I want turtlesequipped with battering ramsto take the gates.

GENERALYes, sir.

As the attack from the wall continues, TEN TURTLESemerge from the army.

Some are hit with SPEARS and BOULDERS, breaking theshields.

Arrows bounce harmlessly from others.

EXT. ALEXANDRIA - THE WALL - DAY

CLEOPATRA sees the TURTLES approach the wall.

CLEOPATRATheir going to use ladders!

EXT. ALEXANDRIA - CANOPUS GATE - DAY

SIEGE LADDERS emerge from the remaining TURTLEformations.

The SIEGE LADDERS are placed against the wall.

The troops from the TURTLES begin to climb theladders.

EXT. ALEXANDRIA - THE WALL - DAY

EGYPTIAN ARCHERS try to shoot as many men from theSIEGE LADDERS as possible.

RAMOS sees more and more TURTLES emerging fromOCTAVIAN'S ARMY.

RAMOSThere are too many!

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ROMAN SOLDIERS begin to climb up onto the walls.

CLEOPATRA fights wildly. Swinging her sword into theenemy, unafraid.

EXT. ALEXANDRIA - CANOPUS GATE - DAY

The TURTLES continue to emerge from OCTAVIAN'S ARMY.

There are now HUNDREDS of SIEGE LADDERS being placedagainst the wall.

TURTLES have reached the gate and are breaking throughwith their BATTERING RAMS.

EXT. ALEXANDRIA - DAY

HUNDREDS OF EGYPTIAN SOLDIERS run through the streets,running to each of the four gates which are beingassailed.

The soldiers try and brace the gates with LARGE BEAMSOF WOOD.

EGYPTIAN SOLDIERWe must hold them! We musthold the gates!!

EXT. ALEXANDRIA - THE WALL - DAY

The wall is now swarming with ROMAN SOLDIERS.

The BALLISTA'S and CATAPULT'S are now unable to befired as the men manning those machines findthemselves defending their own lives against the Romanhorde.

CLEOPATRA and RAMOS continue to fight against theonslaught.

CLEOPATRA is pushing SIEGE LADDERS down from the wall.

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EXT. ALEXANDRIA - CANOPUS GATE - DAY

The SIEGE LADDERS fall into the mass of ROMAN SOLDIERSgathered at the base of the wall.

OCTAVIAN and the GENERAL watch CLEOPATRA on the wall.She is truly marvellous.

GENERALShe fights well.

OCTAVIANFor a woman.

The CANOPUS GATE is cracking under the sheer bruteforce of hundreds of ROMAN SOLDIERS.

EXT. ALEXANDRIA - DAY

The CANOPUS GATE gives way, collapsing and crushingall in its path as it falls.

EGYPTIAN SOLDIERS begin to fight in the streets withthe ROMAN SOLDIERS who pour in like rats.

EXT. ALEXANDRIA - THE WALL - DAY

RAMOS sees the GATES OF THE CITY. They have all beenbreached. ROMAN SOLDIERS are pouring in.

RAMOSThey have broken through!

The wall is now swarming in Romans. The Egyptians areoutnumbered.

CLEOPATRADown to the streets! We mustnot let them take the city!

CLEOPATRA climbs down a LARGE ROPE LADDER and throwsherself into the battle below.

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EXT. ALEXANDRIA - CANOPUS GATE - DAY

OCTAVIAN'S ARMY begin the hard push, shoving their wayin through the gate.

OCTAVIAN calmly watches the proceedings as if he wasattending a day in the Senate.

EXT. ALEXANDRIA - DAY

The battle rages.

The Egyptians clash against the full might ofOCTAVIAN'S ARMY. The streets are like a sea ofRomans.

CLEOPATRA is now on horseback. She is stunning as shecharges through waves upon waves of Romans. Hackingand slashing, it appears that nothing can stand in herway.

She rallies Egyptians left, right and centre.

However, it seems for every ten Romans who fall,another twenty appear in their place.

RAMOS rides next to CLEOPATRA.

RAMOSThe city is lost, majesty.You must seek refuge.

CLEOPATRA is no fool. She accepts the inevitable.

CLEOPATRADraw them away from thestreets. Keep them away fromthe people.

RAMOSWhere shall we lead them to?

CLEOPATRAThe mausoleum.

CLEOPATRA rides out towards her mausoleum.

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EXT. ALEXANDRIA - CANOPUS GATE - DAY

OCTAVIAN'S ARMY surround the walls of the city.

The GENERAL approaches OCTAVIAN.

GENERALWe have taken the city mylord. We are pushing theEgyptian forces back. TheQueen has taken refuge.

OCTAVIANTell your men to fall back.Do not attack. I will dealwith Cleopatra myself.

The GENERAL rides into the city.

AGRIPPA appears on horseback, accompanied by someSOLDIERS. He approaches OCTAVIAN.

OCTAVIANAgrippa, my old friend. Howgoes the war at sea?

AGRIPPA laughs.

AGRIPPAWhat war?

AGRIPPA orders one of his soldiers.

AGRIPPABring them up.

OCTAVIANWhat do you have for meAgrippa?

AGRIPPAA gift. We caught these twotrying to escape.

The soldier returns with the two captives,APOLLODOROUS and CAESARION.

OCTAVIAN approaches APOLLODOROUS.

OCTAVIAN(to APOLLODOROUS)

This is her son?

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APOLLODOROUS remains silent.

OCTAVIANVery well.

OCTAVIAN orders a soldier.

OCTAVIAN(CONT'D)

Soldier, it would appear thatthis man has no further usefor his tongue. Take him awayand cut it out.

The soldier leads APOLLODOROUS away.

OCTAVIAN kneels down next to CAESARION.

OCTAVIANMy, you have grown into astrong one.

OCTAVIAN notices POMPEY'S RING on CAESARION'S finger.

OCTAVIANThat's a nice ring. I knewsomeone once who had onesimilar. Who gave it to you?

CAESARIONIt was a gift from my father.Caesar.

OCTAVIAN chokes slightly at the mention of the name.

OCTAVIANWell, you know what they say.Two Caesars is one Caesar toomany.

Behind OCTAVIAN'S back, we can see the DAGGER he usedto stab Antony. It is caked in dry blood.

CUT TO:

EXT. CLEOPATRA'S MAUSOLEUM - DAY

The remaining Egyptian forces hold defensive positionsaround the structure.

The ROMAN SOLDIERS wait at the gate to the mausoleum.

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INT. CLEOPATRA'S MAUSOLEUM - DAY

CLEOPATRA stands with her HANDMAIDENS.

RAMOS looks out at the ROMAN SOLDIERS.

RAMOSWhy do they wait?

CLEOPATRAOctavian. He is coming. Goout to your men Ramos. Theyneed you.

RAMOSYes majesty.

RAMOS exits the MAUSOLEUM.

EXT. CLEOPATRA'S MAUSOLEUM - DAY

As RAMOS leaves the MAUSOLEUM, we see OCTAVIANapproach the gate accompanied by PRAETORIAN GUARDS.

RAMOS orders one of his soldiers.

RAMOSOpen the gate.

The gate to the mausoleum opens.

OCTAVIAN enters.

CUT TO:

EXT. ALEXANDRIA - CANOPUS GATE - DAY

The remains of the Canopus gate are guarded by a smallgroup of ROMAN CENTURIONS.

From the distance we see a ROMAN CENTURION approach onhorseback. We cannot see his face as he approachesthe LEAD CENTURION.

LEAD CENTURIONHalt!

The ROMAN CENTURION on horseback slows his horse.

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ROMAN CENTURIONI bring news from Rome to thegreat Caesar Octavian. It isof the utmost importance thatI relay this message to hisExcellency in person.

The LEAD CENTURION looks at the ROMAN CENTURION, whosags uncomfortably in his saddle.

LEAD CENTURIONVery well. Proceed into thecity.

The ROMAN CENTURION enters the city.

CUT TO:

INT. CLEOPATRA'S MAUSOLEUM - DAY

OCTAVIAN admires the treasure which surrounds him.His PRAETORIAN GUARD stand watch over the door.

OCTAVIANQuite a monument you haveerected in your name.

CLEOPATRAIt serves one's memory betterthan a funeral pyre.

OCTAVIANCleopatra, here are the terms.I saw how you fought today,how your people look upon you.To make a martyr of you wouldnot do me any favours.However, I do not intend anyform of relationship,negotiation or reconciliationwith you. You are not in aposition to barter. I holdthe lives of your people in myhand.

CLEOPATRAGet this over with.

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OCTAVIANI will make a slave of you. Iwill publicly humiliate youand destroy any semblance ofrespect you might havegarnered during your tenure aslover of Rome and saviour ofEgypt. I will see to it thathistory does not remember itthe way it was. Your namewill mean nothing. A fallengoddess.

CLEOPATRAI have learned one thingOctavian. I know now that Iam no goddess. That JuliusCaesar and Antony too, werenot gods. We are just humanbeings. Human beings whoaspire to live the dreams ofgods. A human being can bekilled, their memory andreputation destroyed. But adream cannot. Not while otherpeople believe in it.

OCTAVIANYour sentimentality bores me.Save it for the weak. Youhave learned of Antony then?I am truly sorry that he hasfallen this day. It must beterrible for you to know thatyou will not be buried side byside. That his corpse rotsand festers amongst the deadof so many of your kin. Haveyou come to a decision yet?Would you prefer a slow andmeaningless death instead? AsAntony did?

CLEOPATRA remains calm. She does not let the insultsof OCTAVIAN get to her.

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CLEOPATRAI will make my decision when Iam ready. My people will besafe?

OCTAVIANYes. I give you my word.

CLEOPATRA notices OCTAVIAN'S HAND. Upon his finger isPOMPEY'S RING. She chokes briefly, realising whatthis means.

CLEOPATRAAnd my son? You will granthim rule over the people ofEgypt?

OCTAVIANIndeed. I will see to itmyself before my return toRome. Your son will rule inyour stead.

CLEOPATRAVery well, I will preparemyself. I will need time.

OCTAVIAN points to her sword.

OCTAVIANI am not a fool. Relinquishall your weapons. I do notwant you harming yourself inany way. I will not be deniedthe pleasure of degrading you.

CLEOPATRAVery well.

CLEOPATRA throws her sword to the floor.

The PRAETORIAN GUARD remove any more weapons they findin the mausoleum.

CLEOPATRAI am at least grantedpermission to dress myself inthe appropriate attire?

OCTAVIAN grins.

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OCTAVIANOf course.

He signals to the PRAETORIAN GUARD.

They leave the mausoleum, closing the door behindthem.

CLEOPATRA signals to her HANDMAIDEN.

CLEOPATRABring me the fruit basket.And my burial robes.

The HANDMAIDENS begin to dress CLEOPATRA in her BURIALROBES.

Another HANDMAIDEN brings the FRUIT BASKET toCLEOPATRA.

CLEOPATRA removes the lid.

She places her hand inside the FRUIT BASKET.

She grits her teeth as she receives the bite of theASP.

CLEOPATRA(to HANDMAIDENS)

Bring me to my burial chamber.

The HANDMAIDENS open the door to the BURIAL CHAMBER.

CLEOPATRA leads the way inside.

INT. CLEOPATRA'S MAUSOLEUM - BURIAL CHAMBER - DAY

As CLEOPATRA enters she sees the ROMAN CENTURION whorode in on horseback bearing news for Caesar.

He is slumped against the LARGE SARCOPHAGUS.

He removes his helmet.

It is ANTONY.

CLEOPATRA runs to him.

CLEOPATRAAntony! Antony!

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She holds him.

CLEOPATRA(CONT'D)

I was told you were dead?!

ANTONYI am.

ANTONY reveals the wound in his back, blood has leakedout onto the floor of the chamber.

ANTONYI live only to hold you in myarms one last time...my Queen.You are all that is left tome. All that matters to me.I die for you Cleopatra.

CLEOPATRA starts to feel the grip of the poisoncoursing through her veins.

CLEOPATRAAnd I for you Antony.

ANTONYTogether again. A King and aQueen.

CLEOPATRAA man and a woman.

They kiss each other gently one last time before theydie in each other's arms.

CUT TO:

EXT. CLEOPATRA'S MAUSOLEUM - DAY

OCTAVIAN looks impatient.

OCTAVIANEnough waiting.

He leads his PRAETORIAN GUARD into the mausoleum.

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INT. CLEOPATRA'S MAUSOLEUM - DAY

OCTAVIAN is shocked as he enters.

HANDMAIDENS lay about the floor. Dead.

OCTAVIAN steps towards the BURIAL CHAMBER entrance.

The LEAD PRAETORIAN points to the ASP on the floor.

OCTAVIAN kicks it away.

He pushes open the door to the BURIAL CHAMBER.

INT. CLEOPATRA'S MAUSOLEUM - BURIAL CHAMBER - DAY

OCTAVIAN drops to his knees as he sees the sightbefore him.

EXT. CLEOPATRA'S MAUSOLEUM - DAY

RAMOS and several EGYPTIAN SOLDIERS barge their waypast into the mausoleum.

INT. CLEOPATRA'S MAUSOLEUM - BURIAL CHAMBER - DAY

As RAMOS and the EGYPTIAN SOLDIERS enter they see thefollowing.

OCTAVIAN, on his knees in a heap of disbelief.

TWO HANDMAIDENS lay slumped at the base of theSARCOPHAGUS.

OCTAVIAN(to RAMOS)

Is this well done of yourlady?

RAMOS and the EGYPTIAN SOLDIERS kneel before theSARCOPHAGUS.

RAMOSExtremely well done. And sobefitting a Queen of Kings.

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Inside the SARCOPHAGUS lay ANTONY and CLEOPATRA, handin hand.

Untouchable. Immortal.

TITLE CARD:

"Be it known, that we, the greatest, are misthought

For things that others do; and, when we fall,

We answer others' merits in our name,

Are therefore to be pitied."

WILLIAM SHAKESPEARE'S ANTONY AND CLEOPATRA

FADE OUT:

THE END