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When the Romans successfully take Jerusalem, a combative faction of Jews relocates to a mountaintop redoubt in Masada under the leadership of Eleazar ben Yair (Peter Strauss) and refuses to accept Roman rule. Despite being overwhelmed numerically, the rebels successfully employ guerrilla warfare tactics against a Roman legion under Flavius Silva (Peter O'Toole) until the Romans finally summon an expert in siege warfare, Rubrius Gallus (Dennis Quilley).