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During the reign of Amenhotep III, Egypt was the center for culture and learning in the ancient world. Egypt had reached dizzying heights, but it stood on the brink of a devastating fall. Amenhotep III's son and successor, Amenophis IV, took the throne by storm, changed his name to Akhenaten and announced that the old gods of Egypt were dead. He moved his entire court and thousands of followers to the new capital city of Armana. By his side was Queen Nefertiti. Obsessed by his new religion, he lost sight of the empire. When Nefertiti died, his world fell apart. Akhenaten's successor, Tutankhamun, was only 10 years old when he took the throne. By the time he was 19, all traces of Akhenaten and Nefertiti had been erased. With his death came the end of the great dynasty of the empire builders.

By 1570 B.C., Egypt lies divided among foreign rulers. But Ahmose, one of the last Egyptian princes, rises to defeat the Hyksos and the Nubians. The New Kingdom is born, uniting Egypt once again. After Ahmose dies, Hatshepsut becomes the first female Pharaoh. Striving for legitimacy, she embarks on an ambitious building program and opens new trade routes. Her son and successor, Thutmosis III, campaigns extensively in the Near East, and brings much of the ancient world under Egyptian rule. The concept of "empire" is born.

Egypt was occupied by foreigners except for a narrow strip of land around a town called Thebes. The capital and its royal family had fallen on hard times. But one local family was determined to revive it -- the king of Thebes and his two young sons Ahmose and Kamose, who became freedom fighters, liberators of Egypt. Through enormous struggle, hardships and personal tragedy, the enemy Hykos was expelled, and Egypt was finally reunited. But their successor, Hatshepsut put Egypt in jeopardy because she was a woman and declared herself pharaoh breaking 2,000 years of tradition. She had stolen the throne from her stepson Tuthmosis III. He would have to wait 20 years before he ruled Egypt. When he came to the throne, Tuthmosis was determined to remove the record of his stepmother from history. In a massive battle at Megiddo - the site of biblical Armageddon - he revealed himself as one of the greatest war generals. His crushing victories over Nubia guaranteed Egypt seemingly endless supplies of gold. Tuthmosis did what no other pharaoh had ever dreamed of, he built an empire.