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In 180 A.D. the ailing emperor of Rome, Marcus Aurelius, confides to his daughter, Lucilla, that he has decided to relinquish his throne to his adopted son, Livius.  The news is overheard by Cleander, a blind prophet close to Marcus' weak and licentious son, Commodus.  After conniving with Commodus, Cleander kills Marcus with a poisoned apple, and the less ambitious Livius allows Commodus to proclaim himself emperor, much to the dismay of Lucilla.

Because of her devotion to her deceased father, and, irritated with Livius for giving up the throne, she agrees to a loveless marriage to King Sohamus of Armenia in the hope it will help the Roman Empire.  Despite pestilence and unrest among his citizens, Commodus continues to live a life of debauchery, banishing both Livius and the faithful Timonides, a Greek philosopher and adviser to Marcus.

Nevertheless, Livius remains loyal to Commodus during an Eastern revolt in which Sohamus is killed in battle.  After Livius has brought Lucilla back to Rome, Commodus becomes so enraged by Livius that he has a newly-liberated barbarian village completely destroyed; and Timonides is slain during its defense.  Upon learning that Verulus, an aging gladiator, is his real father, Commodus loses his mind, proclaims himself a god, and condemns Lucilla to be burned at the stake in the arena.  But Livius returns in time to kill Commodus and rescue Lucilla from the blazing pyre.  As the Roman senators compete for the throne, Livius and Lucilla leave the rapidly disintegrating empire.