Directed by Carl Franklin
Written by Todd Ellis Kessler
At his villa, Octavian addresses a gathering of wealthy Roman women, offering a history lesson on Rome's men, who were "fierce but uncouth" before they acquired wives - which is when "our rise to greatness truly began." He praises "the steely virtues and chaste morals" of the women of Rome, as just a few villas away, his mother engages in a vigorous round of sex with Mark Antony.
Honoring the women for raising a nation of wise statesmen and invincible warriors, Octavian promises that "when the time is right," he will ensure laws are enacted to reward fertility and sanctity in marriage, while severely punishing "adultery, promiscuity and vice of all kinds." His audience stands silent.
"They bought it wholesale," Maecenas declares afterward, ruffling Octavian, who insists he meant every word. Maecenas points out "the young piece" he told him about, Livia, an attractive, wide-eyed young woman. "Very presentable," Octavian agrees. "As ordered," says Maecenas. "Impeccable family. Young. Healthy. Proven fertility." In fact, she has one son, Tiberius. After a brusque introduction, Octavian gets straight to it: "Tell me, how would you like to be married to me?" Gasping at first, she manages a reply: "I would like that, if my husband does not object." Upon hearing her husband is Claudius Nero, Octavian is certain the patriotic family will allow for a divorce.
Maecenas agrees to attend to the details, but first there's another business matter: Herod's gold has arrived off shore at Ostia, and he's been liaising with the former slave Posca on the delivery, considering using the men of the Aventine for transport. Octavian agrees to the plan since the men are allied with both him and Antony. Just one caveat: the entire business must be invisible. "If the bribe comes to light, it must be Antony's fault alone," he tells Maecenas.
Timon, stoic and saddened, leads his family through Rome with a cart full of baggage. "When we get to Jerusalem," his oldest daughter asks, "will Uncle Levi be there?" Timon grimaces, as his wife tries to shift his focus to when they met, how she knew he was a good man.
They pass by Posca outside a high-end jewelry shop, an ecstatic Jocasta gushing over him and a new necklace he's bought her. He sends her off to look for more as he enters a garish litter, where Maecenas is lounging opposite two nude lovers. Before discussing business, Posca insists the prostitutes leave. Maecenas sighs disdainfully, but Posca is firm, "We are stealing from our own chiefs, no precaution we take is too absurd."
In his office above the tavern, Vorenus lays out the gold transport plan to Pullo and Mascius. Since he's told Octavian and Antony's men they travel via the river, they'll go by road instead, to avoid any leaks at the other end. He assigns Pullo to the task, angering Mascius - he always handles Ostian business. Octavian and Antony both know and trust Pullo, he explains. When they leave, Vorenus finds Vorena the Elder sweeping up the landing outside his office.
Downstairs in the tavern, Gaia brings Eirene her tea, stealing a glance from across the room to watch her sip from her cup. Hours later, Pullo tears out of their room screaming for a doctor. Eirene lies under a pile of red-soaked sheets, growing weaker as a medicine woman works some spells. "Please, no burning," she says to Pullo. "In my country, we are buried." Choking on his words, Pullo insists she's not dying.
With Pullo in mourning, Mascius takes over the gold transport, but is ambushed en route, all but one of his men killed and all of the gold stolen. When Vorenus delivers the news at Caesar's villa, Maecenas accuses Mark Antony, who in turn suggests it could have been any of them. Octavian asks Vorenus about his men, but he insists they're too afraid of him. Still, Antony demands the Aventine chief take full responsibility for his failed mission. Vorenus assures him he'll return the gold or suffer the consequences. Maecenas is still suspicious of Antony, and pulls Posca aside to accuse him of double-cross.
Vorenus heads straight to Memmio's hide out, where he interrupts a party of gangsters and prostitutes, including Omnipor, his daughter's lover, twisting a straw figure for a bare-breasted woman. "Celebrating something?" Vorenus asks, searching their faces for signs of guilt. He warns them of the horrible death that will befall the thieves should they fail to return state property. Memmio advises him to look to his own people.
Angry with Octavian for shrugging off the stolen gold, Maecenas tells him it's a gross personal insult. "Someone somewhere is always insulting me," Octavian says. "The price of fame." He won't jeopardize his alliance with Antony just because Maecenas doesn't like the man, he tells him. Maecenas finally plays his cards: "He's been making a fool of you," he announces before revealing that Antony is still bedding his mother, the marriage to Octavia a sham. His sister has her own reasons for keeping silent.
Memmio summons the other captains of the collegia to offer a proposal: they put their rivalries aside to team up and take on Vorenus, putting an end to his rein and taking over his grain trade. When they dismiss him, he opens up his crates and begins tossing gold coins.
At his villa, Octavian asks his new fiancée, Livia, if her husband or her father ever beat her, warning that he will on occasion ("with a hand or a light whip"), but it is not because she's caused him offense - it is only for his sexual pleasure. "Yes, sir," she says without a blink.
He leads her to a dinner gathering and introduces her to his family, Antony, and Agrippa, before making it clear why he has brought them together. "I am master of this family, and you have rebelled against me," he announces, his voice turning fierce. "I wish I had such courage," Octavia responds, prompting her brother to reveal that he knows about her "treachery" - as well as his mother's. When Antony tells him to mind his business, Agrippa steps into the brink - confessing for all of them.
Octavian announces he's sending his mother and his sister into seclusion, under guards, and sending Antony east to his own provinces - never to return. And if he refuses, he will tell the world their story, that Antony was cuckolded by a low-born pleb in his army. "Proles will laugh at you in the street. Your soldiers will mock you behind your back." Antony steps up to Octavian, ready to strike. But he contains himself, realizing he has little choice. "Take care," Octavia says to Livia as they all file out. "You are marrying a monster.
Agrippa apologizes to Octavian after they leave, attempting to take blame for seducing his sister, but the new Caesar doesn't buy it. And he will not banish him - he needs his top soldier, and his sudden disappearance would suggest a scandal.
Vorenus riles Pullo from his state of mourning when he tells him about his visit to Memmio's. They both suspect Mascius was their leak and set upon interrogating him. They're interrupted by Vorena the Younger, chasing Lucius for a straw figure. As Pullo moves in closer to press Mascius, Vorenus grabs the straw doll from the kids, and flashes back to Memmio's. His suspicions gaining on him, he runs up to Vorena the Elder's room and tears through it -- until he finds the box of straw figures. She flees downstairs, confirming his worst fears, but he stops her before she can escape. "It was you told Memmio," he announces. "You've been whoring yourself out to one of Memmio's men!" Vorena protests: "He loves me and I love him!" "He was only using you to get to me," Vorenus yells, "And for the love of this scum, you betray your own father!"
Unfurling all of her pent-up rage, Vorena accuses her father of killing their mother, cursing them to Hades and turning her into a whore. "We all hate you! I wish you were dead!" Overcome by his own rage, he hits her. She dares him to try and kill her like he did her mother. "I didn't kill her," he says. "Liar! She didn't love you and you killed her for it!" Pushed to the edge, Vorenus wraps his hands around her throat, until Pullo finally intervenes, directing his attention to the other children. He lets go and storms out. Pullo gathers a gasping Vorena into an embrace.
As the newsreader announces Mark Antony's departure for Alexandria, where he will take up his seat as "supreme Governor of Egypt and the Eastern Provinces," he pays a final visit to Atia's, bullying the guards into letting them talk. When the time is right, he promises to send for her, and tells her to be patient. Atia turns away before she can break down.
Vorenus pays a final visit to Antony - informing him that he knows who has the gold, and that Pullo will be taking over the Aventine and the mission to reclaim it. He's resigned from the Collegium, a personal matter, and he's come to offer his services in Egypt. Annoyed at first that he's left important business undone, Antony sees the anguish and intent on his face, and realizes he could use him. "I'll need good men."
Hearing his new plans, Pullo tries to assure his old friend that his daughter will come around some day. She's young, and she has his blood in her, which is to say she doesn't forgive easy. Vorenus is certain his leaving is for the best. He asks Pullo to take good care of the kids. "Tell them I tried."
Octavia gets a surprise visit from Agrippa, arranged by her mother, and pleads with him to runaway with her. "I would go with you to Hades, to Britain even, if I thought we had the right," he tells her. "But we don't." Devastated, she asks him what right her brother has to keep her captive. Agrippa insists he has every legal and moral right, and now that Octavian has forgiven him for lying, he cannot betray him a second time. He has come to end their affair. "I understand," she says angrily. "You love my brother and the power he gives you. Why throw it all away for a woman?" She stalks out, stopping at the door. "By the way, I'm having a baby." He gains his composure enough to ask who the father is. "Who knows? Neither man is worth a brass obol, so what matter?"
In the forum, Pullo, Mascius, Gaia and the men of the Aventine face off against the united rival gangs, armed for battle. He meets Memmio in the middle. "It's that madman Vorenus took us to this pass," Memmio offers. "No reason you and me can't do business." Pullo holds out a hand as if to shake, then hauls him into a vicious headbutt and bites out his tongue. Pulling his sword, the others follow. "Thirteenth!" Pullo screams as he hacks a bloody swathe through the ranks of the opposing gangs, the full power of his grief and rage laying waste to all before him.
Far south in Egypt, Mark Antony enters a quiet palatial courtyard, dressed in full military regalia. Awaiting his arrival, in a diaphanous gown streaked through with sunlight, is Cleopatra.