In WWII, Lieut. Martino and his men are assigned to lead a group of prostitutes through the mountainous ways to serve in brothels for Italian soldiers in Albania.

After the death of Octavian, the rebel populations of Illyria and Pannonia pose a grave threat to the Roman Empire. Tribune Marcus Ventidius is sent to subdue the uprising and, after a bitter battle, captures Pannonian chief Magdus together with a number of women hostages. These include Magdus's own daughter Helen, betrothed to cruel Illyrian warrior Batone who has killed many Romans. Julia, daughter of the Roman governor Messala, is in love with Tribune Marcus and, jealous of his sympathy for the barbarian girl, plots an escape by Helen and her father. Pursuing the fugitives, Marcus crosses a mountain pass where Batone has laid a trap.

In the first half of the first century A.D., the Teutonic tribes, led by Arminius The Terrible, rebel against the cruel and conquering Roman Empire. In raging torments and blood curdling battles, the barbarian tribes and Roman Legions fight a war of attrition, so brutal and terrible that Arminius becomes a legend throughout the empire. Only Augustus, Emperor of Rome is evil and treacherous enough to enslave the Teuton barbarian and halt his murderous uprisings.