When Ptolemy learns that the Roman Senate is discussing a plan to annex the Kingdom of Egypt to the Roman Empire, he puts it in his will to have Cleopatra rule Egypt after him. Cleopatra senses that her sister, Berenice, hates their father Ptolemy.

Sacer informs Ptolemy that she is carrying his child. Demetrius informs Cleopatra that her father trusts that she will be up to the task if things go wrong. Berenice admonishes her father for his failure to forgive her. Cleopatra falls for a thief named Karry.

When Ptolemy informs Cato that he won't be imposing taxes on his people to benefit Rome, Cato warns him about the risk and raises the concern that Ptolemy might not return to Rome alive. Ptolemy discovers that Sacer has been lying to him about her pregnancy and suffocates her.