In the far future, humans encounter the hostile planet Pasatorine, whose inhabitants have launched something they call the Cleopatra Plan. Baffled that aliens would name a scheme after a woman from Earth, the military sends the minds of three soldiers back in time to study her life. There they live as close companions to Caesar, Marc Antony and Cleopatra. Egypt, ruled by the drunken Ptolemy, faces the threat of Rome, and Cleopatra, his younger sister, undergoes a procedure that makes her irresistible to Caesar while secretly planning to kill him. The film mixes comedy, drama, science fiction and adult erotic content, and was marketed to grown audiences as a follow-up to A Thousand and One Nights.