Directed by Allen Coulter
Written by Bruno Heller
Chased to the Italian coast by Caesar's legions, Pompey and the senior senators debate their response to Caesar's truce offer. They finally agree to a "cessation of hostilities" based on his terms, though Pompey vehemently insists to his men the agreement is not a surrender. He simply needs time to bring fresh troops from Greece and Spain.
When Caesar and Mark Antony read the response, they decide their rival is trapped and contemplate their triumphant rule over Rome -- with Pompey withdrawing to Spain. The only problem now is public perception. "If I am not a tyrant, if I merely seek legitimacy, why would I not accept such favorable terms?" Caesar inquires. It is Posca who concocts his excuse: Pompey will not meet him in person, therefore the offer cannot be accepted. (This pleases Caesar: "Hoi polloi can understand a reason like that. He refuses to meet me face to face. Man to man.")
On a tip from her kitchen staff - who witnessed young Octavian emerging from a closet with Caesar after his seizure - Atia congratulates her son for seducing his great uncle. "I am not clear that it's decent...but who's to say what's decent in times like these?" she muses, delighting in the thought of the power she will now wield. "Let's see Servilia compete with a soft young boy like you." To set his mother straight, Octavia divulges that Caesar has an affliction, but stops short of explaining any further.
With his slaves due to arrive from Gaul, Vorenus announces to his family that he will soon have enough money for his daughter's dowry, allowing her to take baby Lucius to her young husband and start a proper married life. This thrills Vorena the Elder while distressing Niobe, who stares anxiously at her infant son.
But Vorenus's slaves did not fare will on their journey - all but one of the 12 succumbed to the black blood flu, and the sole survivor is a sickly four-year-old boy. Vorenus has no choice but to take him home and nurse him to health, in the hopes that he can sell him and recoup some of his losses.
Caesar, meanwhile, has been declining invitations from Atia, while accepting them from Servilia, leading his men to suspect her as the reason he is stalling an attack on Pompey. Mark Antony reveals as much to Atia during a late night visit, confirming her worst fears.
Since he's not Caesar's soft young lover, Atia enlists Pullo to teach her son the "masculine arts," which proves to be a challenge. Exertion gives the privileged boy a fever, and he feels he can only kill people who aren't fighting back. Pullo decides to seek the boy's advice on whether he should tell a friend about his suspicions concerning the man's wife. Octavian reasons that "without facts you must remain silent."
Oblivious to any troubles with his family, Vorenus is preoccupied with his finances, and approaches Erastes for a loan to buy more slaves. Instead he gets a job offer - to accompany the businessman on his trades as a sort of bodyguard. During his first assignment, however, Erastes asks Vorenus to kill a man who has failed to pay him. He refuses and quits.
Across the whitewashed walls of the city, several crude cartoons have been drawn of a man having sex with a woman - the names Caesar and Servilia etched under each naked form. As Caesar and his procession make their way through the crowded streets, Calpurnia carried high on a litter, raucous laughter breaks out as they pass. When Caesar and his wife take notice of the drawings, the procession abruptly turns back to the villa, where a humiliated Calpurnia threatens her husband with divorce. This alarms both Caesar and his chief attendant. "We cannot divorce now," Posca tells him, "Her family influence will be critical."
Caesar's next visit to Servilia is not so friendly. He coldly informs her they are finished. He is heading south to pursue Pompey and they will not be seeing each other again. Servilia trembles in disbelief. "Be assured, it is not that I do not love you...I must do what is right for the Republic." With this Servilia bursts into a rage, attacking her lover until she draws blood from his cheek. Caesar knocks her to the floor, and as she sobs uncontrollably, slaps her twice more before storming out - leaving her sobbing in a heap.
At the end of his rope, Vorenus returns to Mark Antony to tell him he has reconsidered the offer to rejoin Caesar's army. Antony accepts, but only because Caesar has left him in Rome and he needs good men. Vorenus is soon initiated into the Evocati by an elderly priest, who performs an elaborate ceremony at the Temple of Mars.
After learning that Atia was behind the crude graffiti, Servilia decides to seek revenge. Relying on a book of magic, she carves stick figures into lead tablets, then summons the spirits of her ancestors to invoke a curse on both Atia and Caesar - disfiguring the images with slashes as she pleads to for each of them to suffer deeply. "Let his penis wither. Let his bones crack. Let him see his legions drown in their own blood..."
While Servilia is cursing Atia and her children, Octavian is escaping from his mother's villa in the middle of the night - joining Pullo on a secret mission. The two ambush Evander outside his butcher shop, then torture him until he gives up the truth: he was Niobe's lover, and the infant is his. With this second bit of information, Pullo stabs the man repeatedly. After his bloodied body is rolled into the sewer, Octavian warns Pullo to never speak of the incident again. "Vorenus must never know." Pullo nods in silent agreement.
Far south of the city, arriving on a crest above the ocean, Caesar and his legions look out onto an empty camp, nothing but fire rings remaining. They are too late: Pompey and his men have set sail.