In ancient Rome, Horatio the historian recalls the day that Fabius Maximus was crowned dictator: Addressing the crowd, Fabius vows to slay the ruthless invader Hannibal of Carthage, whose legions have devastated the country's northern provinces. Fabius' intended bride Amytis is not present to hear his victory speech, however, having spent the morning happily racing her chariot through the countryside. Summoned for the rest of the day's festivities, Amytis goes to the temple with her slave Meta, but they are too late to attend the ceremony and decide to go shopping instead. While strolling through the marketplace, they come across a slave auction, and Meta is immediately smitten with Varius, a handsome slave captured from Hannibal's army. Amytis buys him for Meta, and Varius rejoices in his new servitude. Fabius arrives in the marketplace, with his domineering mother Fabia, who criticizes Amytis on the way home for every aspect of her behavior. Fabius presses Amytis to set a date for their wedding, pointing out that they have been engaged for seven years, but despite the dictator's obvious devotion, she feels no passion for him. Fabius declares that they will marry that evening, or Amytis must enter the temple of the Vestal Virgins. Their wedding banquet commences but is interrupted by the news that Fabius' army has been defeated by Hannibal, who is now only twenty miles from the gates of Rome. Amytis is intrigued by talk of the powerful, manly barbarian, and she and Meta sneak outside the walls of the city to get a look at him. They are soon captured and brought before Hannibal, who orders the women executed as spies. Amytis asks for time alone with Hannibal to make a last request, then beseeches him to spare Rome. Hannibal angrily refuses and sends for the guard, but is stopped short when Amytis points out errors in his map of Rome. Desperate to buy time, Amytis offers to take him to a temple overlooking the city, and Hannibal is surprised to discover that the bridges leading into Rome are still intact. As they survey the city in the moonlight, Hannibal and Amytis begin to fall in love, but their romantic moment is shattered by the arrival of Fabius' forces. After doing battle with the Romans, Hannibal escapes, taking Amytis with him. Back at his camp, Hannibal accuses Amytis of leading him into a trap and prepares to kill her. Amytis admits that she came to his camp to see him, and they kiss. The following morning, Hannibal emerges from his tent in a euphoric mood and, after telling his troops their invasion of Rome will be postponed until noon, returns to his tent to have an intimate breakfast with a beaming Amytis. He continues to delay the attack, and when dusk arrives, the besotted Hannibal still shows no interest in making war. Varius arrives, having escaped disguised as a Roman guard, and reports that there are only two legions left guarding the city. Meta rushes to Varius and begs him to say nothing about Amytis' betrothal to Fabius, and they begin to explore romantic feelings toward each other. Meanwhile, Hannibal shows Amytis his army of elephants, which she proclaims "drab," adding that she would brighten them up a bit if they were hers. Hannibal asks Amytis if she would accompany him back to Carthage if he were to spare Rome. Without disclosing anything about her personal life, Amytis replies that she must think it over. Just then, Fabius arrives with a delegation from Rome, and Amytis conceals her face as the two leaders meet in Hannibal's tent. Fabius beseeches Hannibal to call off his attack, and in parting gives the general a medallion, remarking that it contains a likeness of his betrothed. After Fabius leaves, Hannibal examines the medallion and is outraged to see a likeness of Amytis, whom he again accuses of spying. The two quarrel bitterly, and Hannibal vows to destroy Rome, then has Amytis put in chains. Late that night, Varius frees Meta and proposes to her, but she knocks him unconscious and escapes with Amytis on horseback. Hannibal's men set off in pursuit, but Amytis dives off a cliff into the sea and swims to safety. She rejoins Fabius in Rome, and he says they will marry the following day. Amytis sadly tells Fabius that she does not love him and would rather enter the temple of Vesta than marry him, and he accepts her decision. The following day, Hannibal's army approaches the gates of Rome and begins a savage attack. The Romans fight back with catapults and boiling oil, but Hannibal's power is too much for them. Fabius throws down the sword of truce, and Hannibal demands Amytis. Fabius refuses to hand her over, but Amytis, feigning reluctance at her noble "sacrifice," insists on going with Hannibal. Amytis is lowered over the wall on a rope, and Meta happily follows suit to join Varius. As the army begins its return to Carthage, Hannibal points out a column of brightly painted elephants, which he has "brightened up" for Amytis.
