 In the spring of 66 AD, target-failure by the tax collectors in the province of Iudea makes the Roman garrison turn on them and even the Temple in Jerusalem- a bloody revolt then ousts the governor, installing an independent regime headed by Hanan Ben-Hanan. After a 30,000 strong army was defeated and the whole 12th legion wiped out, emperor Nero, who fears the unprecedentedly serious rebellion may spread throughout the empire, sends upon the retired veteran general Vespasian, who was banished from court for falling asleep during his endless poetry, to take command, assisted by his son Titus Flavius, also a professional officer, from Greece. He fears the Jerusalem defenses and decides to terrorize the rest of the country instead. Ben Hanan tells Josephus ben Matatia, whom he puts in charge of defending Galilea, there is no hope of winning a long war, the goal is to get concessions after a good resistance. A quarter of the Roman troops is approaching, both from Antioch and Alexandria, soon slaughtering tens of thousands of Jews, enslaving even more, so refugees flock to fortifies sites as Josephus  stronghold Jotapata, which he hopes to defend about 50 days. After 47 frustrating days of classical siege Vespasian, shot in the foot, orders Titus to show initiative- a gate is overran by surprise, the fort penetrated, most defenders slain; Josephus  hard core hides in the water well; when negotiations are offered, the others refuse, so Josephus proposes every third man to stab his neighbor, and survives with one friend, Yaakov, so they alone emerge. Josephus predicts Vespasian will soon be emperor as Rome needs a stronger man, and Titus remembers his amazing predictions. The Zealot troops are gradually driven to Jerusalem, where the fanatic Yohanon takes charge and challenges ben Hanan who still hopes a deputation can get a peace from Rome, but is slain in the Sanhedrin, starting two years of Jewish factional strife. Meanwhile Nero is toppled, and Vespasian emerges from the Roman civil war as emperor. He sends Titus to take Jerusalem at any price, with prisoner Josephus as his advisor and negotiator. Yohanon won t hear reason, so the Romans attack in a hurry, passing the first enclosure after 15 days, the second after eight more, but strand at the monumental high, 5 meter thick inner wall. The Jews undermine the massive siege towers and torch them; however their own tunnel collapses, creating a breach in the wall, so they are driven to the Temple. Josephus argues preserving it would make the Jewish people see the Roman victors as instrument of God, so Titus prefers a bloody charge to arson, but it catches fire in the fight anyhow and only the legendary treasure is  saved , the city population slaughtered or sold into slavery. Titus returns and succeeds Vespasian as emperor in Rome, where Josephus writes his history which this movie is largely based upon. The treasure paid for Vespasian s major monument, the Colosseum.