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NOTE: This spoiler was sent in by Elizabeth who says..."I really enjoyed it — it nicely combines Roman history with British/Arthurian history."

The movie opens with Ambrosinus (Ben Kingsley) narrating about a lost sword created for Julius Caesar and handed down through the imperial bloodline until the emperor Tiberius, who hid the sword under the gaze of Caesar from all except the one worthy to hold it. Many have sought the sword, but no one has found it. Ambrosinus has searched many places and a map shows his trips as he finally comes to Rome, where he says the Empire is going to fall.

It is A.D. 470 and Romulus Augustus (Thomas Sangster), the boy emperor of Rome, is standing on the shoulder of a Roman statue, looking out over the city of Rome. He climbs down to the balcony overlooking the military barracks, where the general Aurelius (Colin Firth) has just arrived with his men. Aurelius has been summoned to serve as the personal guard to the new Caesar, whom he has never met. Romulus sneeks into Aurelius's room and takes out Aurelius's sword. Aurelius catches him and drags the boy out. Although Romulus says he just wanted to look at the sword, Aurelius punishes him as a thief. Aurelius humiliates Romulus in front of the soldiers, but Ambrosinus appears and chides Aurelius for his behavior. Ambrosinus takes Romulus away without revealing the boy's identity.

Ambrosinus is Romulus's tutor and it is clear that while Romulus likes him, Romulus's father Orestes does not. Orestes may have some trouble of his own, because Romulus and Ambrosinus evesdrop on a conversation between Orestes, a senator named Nestor (John Hannah), and the Goth king, Odoacer (Peter Mullan). Odoacer wants one third of Italy in payment for his work as a mercenary for Rome. Orestes refuses, and Odoacer threatens that the new Caesar may not long have his throne before he and his henchmen skulk off.

Prior to his coronation, Romulus is afraid of what will happen to him, since all five Caesars before him have been assassinated. His mother (who is from the bloodline of Caesar, and why Romulus and not his father will be crowned) assures Romulus he will be safe. Romulus is crowned as Emperor and Caesar. During the ceremony, he passes Aurelius and that is when Aurelius realizes just who he humiliated in the barracks.

After the coronation, Orestes dismisses Ambrosinus and actually has Aurelius throw the old man out of the emperor's villa. Aurelius reports to Romulus and Orestes, and Orestes introduces the two of them. Aurelius promises Romulus that he is sworn to defend Romulus to his last breath. Romulus asks for Aurelius's sword, looks at it, and returns it saying he only wanted to look at it — a jibe at what happened earlier.

That night (or one night very shortly after) the villa is attacked by the Goths, led by Odoacer and his chief henchman, Wulfila (Kevin McKidd). Aurelius and his men try to save the emperor, but Aurelius is knocked out during the fighting. Orestes and Romulus's mother also try to defend Romulus, but Wulfila kills them both and kidnaps Romulus.

Odoacer has Romulus in chains, but is afraid to kill the boy, especially after Ambrosinus shows up and hints that Odoacer might be damned by supernatural powers if he kills the emperor. Wulfila is all for killing Romulus, but after Odoacer cuts off one of Wulfila's fingers for trying, Wulfila gives it up for the time being. Instead, Odoacer tells Wulfila to take Romulus and Ambrosinus away to the island of Capri and keep them there as prisoners. A representative from the Byzantine empire is there, along with a masked guard, and Odoacer is more interested in getting the Byzantine empire to acknowledge his own superiority.

Meanwhile, Aurelius awakes to learn that Rome has fallen to the Goths and Odoacer has taken control of most of the city. Aurelius's men are either dead or captured. Nestor, the senator from before and Aurelius's old friend, tells Aurelius the emperor is still alive and being held prisoner on Capri. The Byzantine representative meets with Aurelius and Nestor and assures Aurelius that if he can save Romulus, the Byzantine emperor will give the boy sanctuary in Constantinople (the capital of the Byzantine empire). The representative sends his own guard with Aurelius, to help him save his captured soldiers and then help get Romulus from Capri.

The masked guard and Aurelius free Aurelius's men, and travel to Capri. Along the way, Aurelius discovers the masked guard is not a man, but a woman named Mira (Aishwarya Rai), who is a trained warrior from India. Together the two travel to the island of Capri to free Romulus.

The fortress of Capri was built by Romulus's ancestor Tiberius, and when Ambrosinus sees the pentangle sign of the sword in the temple, he sends Romulus to find the sword. It is hidden in a chamber beneath a mosaic of Julius Caesar. The inscription where Romulus finds it tells him it was forged in Britannia for the man with the right to rule; the sword itself says in Latin (roughly) that it was made for Julius Caesar by Caliburn. (This is important at the end, and is repeated later.) Romulus takes the sword and tries to kill Wulfila with it, and almost gets himself killed in the process.

But Aurelius and the others have reached Capri. They climb the castle walls and save both Romulus & Ambrosinus. When they reach the rendezvous point, they discover that Nestor and the Byzantine representative have betrayed them. Most of the Senate, including Nestor, has pledged support to Odoacer, as has all but one of the legions. Nestor means to kill Romulus or bring him back to Odoacer. Instead, Mira kills her Byzantine master and Aurelius kills Nestor.

Rome and most of the known world is now dangerous for Romulus. Aurelius decides to lead his group to Britannia, where the Ninth Legion is stationed. He believes them to be the last legion loyal to Rome. Together, Aurelius and his men, Mira, Ambronisus and Romulus travel across Europe and go to Britain. Wulfila picks up their trail and follows after them.

In Britannia, they discover that villages have been burned and people attacked by a warlord known as Vortgyn (Harry Van Gorkum), an old enemy of Ambrosinus. Vortgyn, too, had looked for the sword of Julius Caesar, and tortured Ambrosinus in the hopes of discovering it. Aurelius finds the Ninth Legion, also known as the Dragons, but they no longer guard Hadrian's Wall in the north and instead have intermarried with the Celts and built up their own thriving town. The general of the Ninth Legion, Marcallis, is not excited about the prospect of war at his doorstep, but he welcomes the group anyway.

Aurelis and Mira sound out one another's feelings while practicing their swordsmanship, and Romulus flirts with one of the village girls. Ambrosinus takes Romulus to the sacred tree & standing stones where Ambrosinus once lived, and continues to teach Romulus about the sword. It was made from metal that fell from a star, crafted by a Caliburn and made for Julius Caesar. (This is a little important later on.)

Wulfia arrives in Britannia and goes to straight to Vortgyn. He acknowledges Vortgyn's rule and then asks Vortgyn's help in retrieving a boy who holds Julius Caesar's legendary sword and the old man who accompanies him. Vortgyn gets very excited and says Wulfila may have the boy, but not the old man, who belongs to Vortgyn.

Vortgyn kidnaps the blacksmith's family (wife and sons) then has them executed in front of the little girl Romulus has taken a fancy to. Vortgyn sends her back to the Roman/Celtic town with a message to turn over Romulus or Vortgyn will kill them all. The girl returns, hysterical, and tells her father, Marcallis. The town is an uproar and most of them turn on the outsiders, wanting to give up Romulus to Vortgyn. Romulus, however, stands up at a town meeting and explains that while he is the last of the Caesar's, he will go to Vortgyn if that is the destiny laid upon him. Aurelius stands up and announces he and his men will fight one last battle at Hadrian's Wall. Any of the Legion are invited to join them, or remain behind, if they choose, but Aurelius will not turn Romulus over to Vortgyn.

Some of the Roman soldiers to join Aurelius's band, but not many of them. The little girl, whose is called Ygraine, gives Romulus armor that once belonged to her older brother. Romulus, Ambrosinus and Mira all accompany Aurelius & the others to Hadrian's Wall. The night before the battle, Mira comes to Aurelius's bedchamber and they spend the night together. In the morning, they promise they will never part. Also, Romulus approaches Aurelius and reminds him that once he took Aurelius's sword and will Aurelius accept another in return? He offers Aurelius the sword of Julius Caesar and Aurelius promises to use it in good stead and salute the true emperor (Romulus).

Aurelius's men are outnumbered by Vortgyn's. While Romulus stays out of the fighting, everyone else participates. When it appears that Vortgyn, who watches from a distance, might win, Ambrosinus slips away. When the wall is breached, Aurelius's men scatter and Romulus hides behind a rock. But help from an unexpected quarter arrives — Marcallis has brought all of the Ninth Legion with them, their dragon banners in the air, and the engage in the battle to aid Aurelius. Wulfila and his men then join the fray.

Ambrosinus and Vortgyn fight at the sacred tree, which Vortgyn sets on fire. Ambrosinus rips off Vortgyn's mask, revealing a hideously deformed face underneath. Then he pushes Vortgyn into the flames. Ambrosinus brings Vortgyn's mask back to the battlefield and displays it to throw terror into Vortgyn's troops. They turn tail and run, but Wulfila remains. Wulfila fights Aurelius, getting the upper hand and beating Aurelius down. Wulfila pitches Caesar's sword into the ground during their fight. Romulus walks up to the sword and takes it out of the earth; as Wulfia stands over Aurelius's body to kill him, Romulus approaches. Because Romulus was too slow to kill him back at Capri, Wulfila just smiles at him. But Romulus takes the sword and shoves into Wulfila's chest part way. "This is for my mother," he says. Then he shoves the sword the rest of the way into Wulfila's body, "and this is for my father."

It looks as if Aurelius is going to die, and Mira reaches him to hold him in her arms. Romulus tells Aurelius he fought like a dragon, and Aurelius replies that Romulus fought like the son of a dragon. Romulus reminds Aurelius that he cannot die because he made an oath to Romulus to guard Romulus with his last breath, and Romulus has not discharged the oath. Aurelius smiles and shows some sign of recovering. The rest of the Ninth Legion stands around, waiting for orders. Romulus takes Caesar's sword and shouts that there shall be no more war, no more blood and throws the sword into the air.

There is a montage of the sword falling into a high stone, and then of the seasons changing rapidly around it. Ivy and moss grow over the stone, and then the camera pulls away to see Ambrosinus climbing a mountain with a young, blonde haired boy. Ambrosinus tells the boy that Aurelius and Mira married, and raised Romulus as their own son. Romulus in turn was a good ruler, and took the name Pendragon. The boy replies that Pendragon is his father's name. Ambrosinus says, yes, and that Romulus Pendragon married the girl Ygraine (from before). This boy, who Ambrosinus calls "Arthur," is their son. Ambrosinus also adds he was able to take his own name back, which was Merlin. The young Arthur says Merlin is only a legend and teases the old man about telling stories. Ambrosinus explains we all need legends, and as he and the boy head back to their home, Ambrosinus's eyes lit upon the sword. There are only some letters now visible amongst the ivy & moss: E S CALIBUR.

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They win the battle against Vortgyn and the Goths. The last Caesar, Romulus Augustus, declares an end to fighting and they settle down in Britania. Aurelius (Colin Firth) survives his wounds and marries Mira (Aishwarya Rai).

Romulus eventually marries Ygraine and becomes the father of the child who will eventually become King Arthur. Ambrosinus (Ben Kingsley) survives them all and becomes Merlin.

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