Rome, under Commodus: intrigue, fight for power, gladiators, senators, Christians, Barbarians, slaves, Pretorians, battles, wrestles, swords and muscles in by-the-numbers Italian epic.

In the year 180 A.D. Germanic tribes are about to invade the Roman empire from the north. In the midst of this crisis ailing emperor Marcus Aurelius has to make a decission about his successor between his son Commodus, who is obsessed by power, and the loyal general Gaius Livius.

En route to Thebes for an important diplomatic mission, Hercules drinks from a magic spring and loses his memory. He spends most of the movie in the pleasure gardens of Queen Omphale of Lydia. While young Ulysses tries to help him regain his memory, political tensions escalate in Thebes, and Hercules' new wife Iole finds herself in mortal danger.