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In her quest to become Empress of Rome, Messalina (played by the stunning Betty Roland) will do anything and everything to gain control. By fighting in the gladiator arena, she attracts the attention of Emperor Caligula, and it is not long until she accomplishes her objective. This causes Emperor Caligula's youngest sister Agrippina, who has high hopes that her son Nero would one day become ruler of Rome, to become very upset. Agrippina is able to successfully organize the overthrow of Caligula, but Messalina is able to dampen her enthusiasm by immediately engaging in sexual activity with Claudius, who will succeed Caligula. However, naughty old Messalina is incapable of committing herself to just one guy and instead sleeps with anybody and everyone in sight. These men include a hideous but well-endowed frequenter of brothels, a randy midget, her eunuch(!?! ), and a former lover. When Agrippina discovers that she is pregnant, and it is evident that Claudius is not the father of the child (because he has been away fighting in foreign regions), she realizes that this is finally her chance to get rid of her adversary once and for all.