The film's major characters, Aguirre, Ursúa, Don Fernando, Inez and Flores, were involved in the second expedition, which left Peru in 1560 to find the city of El Dorado. Commissioned by Peru's governor, Ursúa organized an expeditionary group of 300 men to travel by way of the Amazon River. He was accompanied by his mixed-race mistress, Doña Inez. At one point during the journey, Aguirre, a professional soldier, decided that he could use the 300 men to overthrow the Spanish rule of Peru. Aguirre had Ursúa murdered and proclaimed Fernando as "The Prince of Peru". Fernando himself was eventually murdered when he questioned Aguirre's scheme of sailing to the Atlantic, conquering Panama, crossing the isthmus and invading Peru. Many others who attempted to rebel against Aguirre were also killed. The surviving soldiers conquered Isla Margarita off the coast of Venezuela and made preparations to attack the mainland. However, by that time Spanish authorities had learned of Aguirre's plans, and when the rebels arrived in Venezuela, government agents offered full pardons to Aguirre's men. All of them accepted the deal. Immediately prior to his arrest, Aguirre murdered his daughter Flores, who had remained by his side during the entire journey. He was then captured and dismembered.