After the battle of Thapsus, Cato and Scipio are trying to escape to Utica. Once they arrive at the lodgings, Cato advises his friend to surrender to Caesar and commits suicide by stabbing himself with a dagger. After the funeral Scipio orders his subordinate to kill him as well.
In Rome, Caesar watches a comedy play after safely returning from Tunisia, alongside Atia and Brutus. Vorenus and Pullo return to the latter's home, where the centurion is greeted by his family. The butcher shop business has been booming, so Niobe could afford to buy additional slaves, much to her husband's surprise. Pullo reunites with Eirene, who has been studying Latin during his absence, and gifts her an Egyptian bracelet.
Octavian, along with Timon, is returning home after a two-year stay, much to his mother and sister's relief. In the evening, Servilia is planning to pay a visit to Atia, while Brutus tries to talk her out of her revenge. They both arrive at the party, where Caesar is sharing his plans for an upcoming triumph. He asks the young Octavian about his opinion on what reforms should be taken to strengthen the republic and, after hearing some sound offers, decides to appoint him as a new pontifex to replace the deceased one. Atia is beaming with joy, but the young man is uncertain.
Vorenus is despondent about finding a job, but the prospect of being a shopkeep seems to be quite alien to him. Nevertheless, he and Pullo decide to try their hand at being butchers and start working with Lyde. The centurion stops Erastes Fulmen's men from killing their debtor and threatens them away, but not before receiving a death threat. Later in the day, the saved man comes to his house. The next day, Fulmen comes to Vorenus' house and demands him to kneel before him on the Forum square and kiss his feet, but the centurion isn't scared of any threats. Niobe sends her children and slaves away with Lyde and stays with her husband, while the men prepare to weather the storm. But instead of Fulmen, Caesar arrives to the Voreni household and offers Vorenus to participate in the magistrate elections. After some convincing, the centurion agrees. The night after Vorenus' election, Pullo talks to Eirene about his mother and tells her that he only wants her to be happy, and they lay together.
During a visit to Servilia's house, Octavia inadvertently reveals that Caesar is ailed with some affliction, and the matron asks her lover to find out what it is. Octavian refuses to reveal any information about that, instead telling her about him and Pullo killing Evander. Servilia instead tells her to seduce her brother, but when she refuses, reveals that Atia has ordered her husband Glabius dead. Becoming furious at her mother, Octavia seduces her brother to learn Caesar's secret, but he still refuses to tell her, instead she tells her about Servilia's plan. Atia learns of the incest and is confronted by her daughter who throws accusations at her, but she manages to convince the girl it was all Servilia's plan. The next morning, Servilia's palanquin is attacked by Timon's men, and she gets disrobed and humiliated.
- Bad Boss: Fulmen claims that only he is allowed to punish his men, smashing an amphora over one of his thugs' head.
- Better to Die than Be Killed: Cato decides to kill himself rather than be at Caesar's mercy, while Scipio needs his adjutant to do it to him.
- Brother–Sister Incest: Octavia seduces her brother in order to learn Caesar's secret for Servilia, but deeply regrets it afterwards.
- Flat-Earth Atheist: Octavian doesn't believe in gods, but still thinks that there is some higher power in the world.
- Young and in Charge: Caesar decides to appoint Octavian as a pontifex.
