During the waning days of Roman Empire, the barbarian Huns are making their way toward Europe. A warrior named Attila violently assumes Hun leadership and unites the warring clans under his banner. But this is not enough for him, Attila seeks to form an empire, and he sees Rome, bristling under the leadership of the incompetent Caesar Valentinian , ripe for the picking. In an attempt to quell a Hun invasion, ambitious Roman General Flavius Aetius attempts to form an alliance with Attila against their mutual enemy, Visigoth King Theodoric. But this plan backfires, and it soon becomes clear that a violent showdown between all three armies awaits.