Directed by Alan Poul
Written by John Milius
With Caesar chasing Pompey in Greece, Mark Antony is in Rome pushing through laws on his behalf - insisting that the few remaining senators agree to anoint the general "co-Consul," free more slaves and create more jobs for the populace. The senior senator protests, arguing that such efforts would be too expensive. "Only to those few rich men that own all the land," Antony replies, "and they will have the consolation of doing something eminently patriotic."
Niobe has taken in her sister Lyde since her husband's disappearance, and when Pullo callously informs them he heard the man was killed (over gambling debts, he suggests), both women become distraught. Pullo urges Lyde to forget the past and get on with her life, looking instead to the people that love her, adding a stern "isn't that right?" in Niobe's direction.
When Niobe tries to comfort Lyde, she will have no part of it, calling her sister a thief and a whore. Niobe insists that Evander came to her, that if Lyde has been a better wife - presumably, if she'd given him a child - their affair wouldn't have happened. She tries to take it back, but Lyde's rage is unfurled. "By grace of the Furies, I curse you!" She vows to keep the secret for the sake of the child, but insists Niobe never speak to her again.
Across town, Atia continues her preoccupation with making a man of her son, suggesting he join Caesar's army to "get some real Pompeian blood on your sword," and enlisting Pullo to help him "penetrate" someone for the first time. Pullo takes him to one of the higher-end brothels in town, where Octavian is presented with an assortment of attractive women and teenage boys. He chooses an "adequate" young woman, and after hearing the sad tale of her murdered family, instructs her to get on her hands and knees. After, she informs Pullo that her young client performed "like bull."
Caesar sends word to Mark Antony that the winds have shifted - he is now being pursued by Pompey's army. All the while he was refusing to fight, Pompey was gathering legions from the East, and now his troops outnumber Caesar's ten to one. He orders Antony to bring the 13th legion as quickly as possible. Soon after hearing this news, Antony receives a visit from one of Pompey's emissaries, who makes him an offer. Pompey will give him a province and money, "enough to preserve your dignity," if he betrays Caesar. Antony needs a day to think on it.
Atia also makes a plea for Antony to reconsider his allegiances, and after a night of passion she suggests the two of them get married. If Caesar is defeated, she will need Antony's protection, and he will need "coin and nobility enough" to make himself a king - and her a queen. "If I were to desert a friend. A man of your own blood?" he says, suddenly bristling. Seeing his own shamelessness reflected in hers, he turns on her. "I did not realize until now what a wicked old harpy you are." With this Atia slaps him, and he slaps back. She screams at him to get out.
After collapsing into a fit of sobs, Atia shifts her focus towards making amends with Servilia, who she will need "when Caesar is defeated." She enlists her daughter Octavia to bring the noble woman a naked man with a large penis, carrying a gold and jewel-encrusted tortoise. Servilia greets the gifts coldly, but assures Octavia that despite "what others might do," she knows that the girl has a good soul, and encourages her to visit again. As for Octavian, now that he is a man, Atia has decided to send him to an academy outside of Rome, as the city is "not safe for men of the Julii."
When Pompey's envoy returns the next day to make Antony a final offer, Antony knocks him into a water pool. He then gathers up the 13th legion, with Vorenus just behind him, Pullo in the ranks, as they prepare to sail to Greece. The heavy seas and high winds prove to be daunting for the sailing ships, and as their boat crashes down, water flooding in, Vorenus and Pullo struggle with the unfamiliar sensation of fear.