Rome, circa 40 AD. During the brief reign of the cruel, perverted, and insane Roman ruler, Emperor Gaius Julius Caesar Augustus Germanicus, known as Caligula, seductive Messalina worked to increase her unconstrained personal power. Bent on becoming the most influential woman in Rome, the beautiful temptress catches the eye of Emperor Caligula while fighting in the arena, and before long, she finds herself at loggerheads with plotting Agrippina, Caligula's youngest sister. Nevertheless, cunning Messalina is always one step ahead and manages to seduce Caligula's uncle, Claudius. Then, an unexpected pregnancy paves the way for betrayal and murder, as Agrippina seizes the golden opportunity to destroy Messalina in high hopes of seeing her son, Nero, becoming the next emperor of Rome.