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Negotiations between Roman leader General Cornelius Flavius and Jewish rebel leader Elezar ben Yair leads to the inevitable standoff on Masada.

The Jewish rebels, safe and watered atop their mountain stronghold of Masada, goad the sun-tortured Roman army below. Meanwhile, two angry Centurions plan a revolt against their haggard leader.

Tables turn for the Romans, constructing the weapon to reach Masada and, now led by brutal Roman upstart Falco, who had usurped power from Flavias, the Jewish rebels' wits are tested.

The Romans utilize their formidable weapon to reach the top of Masada, and the final battle is underway.