Directed by Michael Apted
Written by Bruno Heller
Thirty miles outside of Rome, Caesar sends Vorenus, Pullo and some Ubian soldiers on a scouting mission to size up Pompey's defenses, with strict instructions to advance only until they meet resistance. "There will be no raping, pillage, or burning," he adds, handing Vorenus a proclamation to deliver to the civilians of the city.
When Mark Antony explains that Vorenus is a "stone wall Catonian" who believes they are committing a sacrilege, Caesar concedes that he may be right. But as Antony sees it, "If we lose, it's a crime. If we win, it isn't." As if to prepare for what's ahead, Caesar responds, "I seek no tyranny. I am merely pursuing my rights."
Inside the darkened city, a man clad in a butcher's apron enters Vorenus's home, startling Niobe. "I had to see my son," he declares, staring at infant Lucius in his cradle. Niobe yells at him to stay away, but surrenders for a moment when he kisses her. "I never loved you," she tells him as tears come. "I thought Vorenus was dead...you took advantage." When the man refuses to go, she picks up a knife to threaten him. "If you will not accept my love, then kill me," he tells her. Just as she gives in to him again, her daughter interrupts them, and the man finally flees. Vorena the Elder urges her mother to tell her father the truth. "You thought he was dead. Papa will understand," she pleads, until Niobe sets her straight: "He will kill every one of us! Never speak a word!"
Across town, Atia and her family take cover in their villa with Brutus and Servilia, as an angry mob of Pompeians
Inching closer to the city, Vorenus, Pullo and their cavalry come upon a troop of Pompey's new recruits, blocking the road to Rome. Ignoring orders, Pullo charges ahead with drawn sword, and a band of shrieking Ubians
Convinced Caesar will attack Rome directly, Pompey tells Cicero and Cato that he will not have the forces necessary to defend the city in time, and they must make a quick "tactical retreat" to the south. "I can rally my legions there...once they are all gathered in good order, we can simply retake the city." With
With looters and rioters wreaking havoc, Pompey issues a command to the citizens of Rome: all noblemen and knights must leave the city, and those who stay, as well as any plebs and proles offering material aid or comfort to the traitors, will be considered enemies of Rome.
The order forces the patrician families to choose sides. Brutus chooses to flee. "Caesar is my dearest friend, but what he is doing...The Republic is more important than any friendship..." he reasons. And when his mother, Servilia, decides to wait for Caesar's return, her son admonishes her. "You are blinded by untapped lust. Get you a good big
After seeing her family's fortunes fall and rise in the course of a few hours, Atia enlists her mercenary, Timon, to ensure her family's security. And when Octavia sneaks out to see her husband one last time before the exodus, Atia has him killed.
As they prepare to depart the city, it is Pompey's new wife who must remind him to tend to the treasury, the gold he will need to feed and pay for his legions. A distracted Pompey dispatches Durio, his top aide, to take care of the gold, loading his vault onto an ox-drawn wagon. En route out of the city, Durio is stabbed by one of his underlings, Appius, who redirects the wagon procession's course.
Just outside the city walls, Appius and his fellow footmen come face to face with Pullo and Vorenus, who are suspicious of the man's soldier's sandals. A bloody battle ensues as the Ubians manage to kill and scatter the wagon guards, but not before Appius escapes on horseback into the woods.
Committed to finishing their mission, Caesar's men leave the wagon and continue on into Rome. Vorenus is baffled to see the city abandoned and undefended. "Soldiers of the Republic don't run so...it must be a
Unfazed by the words, Vorenus sheds his soldier's
Pullo sees his uncanny good fortune continue when he returns to the cargo wagon his unit intercepted on the city's outskirts - only to discover it is full of Pompey's gold. Attached to the wagon is