Directed by Allen Coulter
Written by Bruno Heller
With Erastes Fulmen gone, the Aventine is up for grabs, and rival gangs have taken to the streets in a struggle for control, stabbing each other in the open markets.
Having surrendered to his grief, Vorenus refuses to leave his bed, staring catatonically at the head of Erastes Fulmen, still rotting in a corner. Pullo tries to talk Vorenus into a new start, noting the mourning period has ended, but Vorenus won't hear of it.
Now Consul of Rome, Mark Antony is preparing for the arrival of Cleopatra, Queen of Egypt, which has Atia up in arms. To assuage her jealousy, Antony describes the woman as a "dark, skinny little thing who talks too much." Octavian interrupts to press him about the money Caesar left him, but Antony puts him off with talk of paperwork and lawyering.
Cleopatra is far more subdued than she was four years earlier, which puzzles Mark Antony, whom she doesn't recall meeting. She's in mourning over Caesar, she tells him, as he was "like a husband to me." Antony scoffs. "Roman Consul, Egyptian wife? Wouldn't do."
The Queen's counsel, Charmian, interrupts to begin negotiations: the Consul of Rome will guarantee armies to protect her throne in exchange for the value of her grain shipments. Posca ups the price, and they settle on an amount. But the Queen has one more issue to put on the table: her four-year-old son, Caesarion. Soon she must tell him that his father's people do not accept him as a true legal son. She wants a public declaration of the boy's paternity, "simply for his happiness." With a lecherous grin, Antony attempts to privately negotiate something in return, earning himself a fierce slap. "Nice manners for a whore," he tells her. "If I must prostitute myself for the good of my country and my family, I will," she fires back. "But the customer pays first does he not?" "Your son will eat sh** and die before I make him legal," he replies.
At the Basilica, an irritated Antony receives petitioners. A representative of the merchants complains about the violence in the Aventine killing commerce, "the root of civic virtue." Cicero jumps in, warning that whoever controls the Aventine controls the docks and the grain supply. And if the violence spreads, the whole city will descend into chaos and famine, "and you will be blamed, I'm afraid." Antony growls before presenting Cicero with a list of candidates for next year's elections, claiming Posca found them among Caesar's papers. "Ah. Another lucky find," Cicero smirks, claiming the list contains every scoundrel in the city who paid off Posca. After a threat from Antony, Cicero agrees to endorse them, but only if they cross off the worst of the lot.
At a loss with Vorenus, Pullo seeks out the new Consul of Rome. Mark Antony accompanies him back to the cursed villa, jarring his former soldier out of his funk. He reprimands Vorenus harshly, accusing him of letting "our great father die" and starting a war in the Aventine by killing Erastes. Vorenus insists he would kill himself, but "Dis" is his master; he's at the mercy of the God to end his life. "Dis is not your master. I am your master," Antony responds, and despite Vorenus's protests, he insists that no man is beyond redemption, "not even you."
As Atia prepares to host a party for the Egyptians, Octavian spots Timon and his henchmen, armed for battle, and confronts his mother about her latest plot, which as he suspects involves killing Servilia. "There is a truce, ratified by priests," he tells his mother. "The political situation is extremely delicate. Her death would throw the Republic into an uproar." When he threatens to go to Mark Antony, Atia stops him, then sends Timon and his men away, furious with her impudent son.
A retinue of exotically dressed servants and courtiers arrive with the wide-eyed four-year-old in tow, his hair done up like Caesar's. Not far behind is the stunning Queen - dressed to kill, and high on opium. She takes Mark Antony's hand affectionately and, ignoring Atia, captivates the room.
Timon returns home to find a surprise visitor - his older brother, Levi, an observant Jew from Jerusalem, resurfacing after nine years. Levi claims he's come to expand his business where the money is - he's in the spice, cloth and oil trade. "You hate Romans," Timon challenges him. "Vile oppressors. Babylonian whores." Levi finally concedes that he was forced to leave his homeland, as he spoke too freely about the "so-called leaders licking the boots of Roman soldiers." Timon reproaches his brother. "I've got a wife and children to think of. Keep that cac to yourself."
After torturing Atia with her beauty and overt affections toward Mark Antony, Cleopatra makes a scene as she leaves, telling the Consul she shall weep 'til she sees him again. Turning to Atia, she demands a kiss. "Die screaming you pigspawn trollop," Atia whispers into the monarch's ear. Antony is in for a rough night.
As the gang wars escalate in the Aventine, the Priests of Concord call a summit. Six roughhewn captains of the underworld, each with their own band of henchmen, gather before the priests and their statue of Concordia, goddess of harmony. An alliance has formed between the two biggest gangs, the Caelians, led by Memmio, and the Quirinali, under Hannibal Cotta. Across from them, a quartet of smaller gangs stand in equal numbers, including the Oppians, led by Acerbo. Pullo and Vorenus make a dramatic entrance.
Vorenus announces that he speaks under the authority of Mark Antony, Consul of Rome, who declares their battle to control the Aventine finished. "All violence will cease." The men look amused. "As killer of Erastes Fulmen, I claim his Captaincy of the Aventine...as my rightful spoils." Acerbo points out that he has no men; they're all dead or run away. "I will find men. Rome has no shortage of criminal scum. Maybe I'll take some of yours."
As the men stir in protest, Memmio reminds them the Goddess is present. When order is restored, Vorenus explains they'll receive a monthly stipend of 5,000 denarii from Mark Antony - under Vorenus's supervision. In return, they will limit themselves to their "traditional liberties and malpractices...nothing that will disrupt trade or politics." Acerbo objects. "Why would sane and respectable men like ourselves do business with a poor curse-hounded beast like you?"
With this, Vorenus pushes aside the priests and grabs the Goddess, then smashes the statue repeatedly against a pillar until it shatters into shards. The captains and horrified priests look on in astonishment. "I'm a son of Hades," Vorenus announces. "I f**k Concord in her arse. The truce is raised." Pullo panics, but Acerbo quickly agrees to do business, as Memmio and Cotta stare at the remains of the statue, speechless.
Outside Atia's villa, a young boy is beaten by a pack of larger ones, until Castor intervenes. The grateful boy, Duro, kisses Castor's feet and begs him for work, offering to do anything, including sexual favors. Castor seems to consider the offer.
Octavian seeks out Mark Antony one more time to remind him about his inheritance - he intends to give the plebs the money Caesar promised them. "You are a fool then," Antony tells the boy. "Once they have their money and spend it, they will only want more." Octavian explains he's enlisted a lawyer to help Posca transfer the money without further delay. This infuriates Antony, who tells him he's getting none of it. Atia tries to placate him, then scolds her son after he leaves. "Don't you see we're dependent on Antony now? Who will protect us if you drive him away from me?!"
When Octavia confronts her brother about his insolence, Octavian shares his secret plans with her. As he sees it, the Republic is on the brink of collapse, with a weak and cowardly Senate and angry, starving plebs. And Antony is nothing but "a destructive brute." So he plans to assume a leadership role and offer new initiatives. Octavia bursts out laughing at her little brother, until she realizes he's dead serious.
In the forum, a newsreader announces a pledge from "Gaius Octavian Caesar, the lawful son of Gaius Julius Caesar," who plans to personally fulfill the terms of his beloved father's bequest to the people, delivering the money they are due. "Let it be known that Caesar's son has sold away all his own property to honour his father's wishes," he adds. Hearing the news, Mark Antony enters the boy's bedroom in a fit of rage.
Octavian tries to assure him the offering was not meant as a direct challenge to his authority, claiming he wants to make a public display of unity. His name - Caesar's name - can offer Antony protection from his enemies in the Senate. This only infuriates Antony more, and when he learns that Octavian was able to borrow against the money given his legal claim, he attacks the boy. When Atia hears how much he's given away (three million Sestertii), she jumps in, too.
Watching Antony unleash all his fury at the small boy, Atia finally tries to stop him. "Forget about him. Let's go," she says to her lover, turning away from her son. "Fucking whore!" Octavian screams, inspiring Antony to pummel the boy a few more times, until Octavia finally intervenes.
At the Aventine tavern, Vorenus moves into Erastes Fulmen's former office, as Pullo begins interviewing applicants for jobs in the more orderly collegium. A bold, scantily-clad woman named Gaia enters, impressing Pullo. A former supervisor at a brothel who kept the customers in line, she negotiates a similar job with better pay. Mascius, a former soldier from the 13th, arrives next, desperate for work. They warn him of the questionable nature of the work, but he lost his farm and now he's homeless. He'd already heard about the "black-hearted villain" named Vorenus who's in with the Gods below. Vorenus smiles wickedly at this, worrying Pullo. "What more can the Gods do to me?" Vorenus asks him. "Don't know," Pullo says, shaking his head. "Don't want to find out."
Cicero pays a visit to Servilia, who is thrilled with the news of Octavian's bold initiative, certain that the Caesarion house divided will destroy itself. Though Cicero doubts the boy will be a true rival to Antony, Servilia believes Caesar chose him for a reason. She also thinks the Senate should ask her son to return. As Cicero talks of caution, waiting to see what develops, Servilia does not look pleased.
Atia returns to her son's room to find a note bidding her farewell. Her face streams with tears as she reads it: "I hope in time you will understand the gravity of your mistake," he writes. Determined as ever to pursue a political career, he's headed south for Campania to stay with a friend, Agrippa, who is well established there.
On a dusty road along the Italian countryside, Octavian rides on horseback, accompanied by several servants and guards. They pass a large slave transport full of bodies chained together, moaning in pain. In the very back, Vorena the Elder, Vorena the Younger, Lucius and Lyde are huddled on the floor, their faces blank and hopeless.