Mark Antony is shocked over Caesar's death. Brutus returns home and his mother plots for him to take over. Atia grieves for Caesar and convinces Mark Antony to let her join him in his plans to avenge Caesar's death.
Rival gangs struggle for control of the Aventine. Vorenus won't leave his bed. Mark Antony prepares for the arrival of Cleopatra and is surprised that she is more subdued than four years ago.
Niobe appears to Vorenus in her sleep. Memmio and Carbo come to Vorenus asking for permission to seek revenge on Quintus Bubo who defiled a young boy, but Vorenus warns them not to touch Bubo.
Duro exposed Servilia's treachery and must face Timon. Pullo continues searching for Vorenus, and finds Octavian who has just won a battle against Mark Antony. Octavian has decided to take his army and head back to Rome. He sends Marcus Agrippa to get the news to Octavia and Cicero. Brutus and Cassius make plans. Pullo finds Vorenus and they arrive at a slave camp in search of Vorenus's children.
Octavian meets with Cicero who congratulations him on his triumph over Mark Antony. Octavia goes to meet her brother and tries to convince their mother Atia.
Cassius and Brutus get their troops ready. Meanwhile, Mark Antony plans to team up with Octavian and his team against Cassius and Brutus. Vorenus assembles the collegia men.
Octavian, Mark Antony and Lepidus reach an agreement for dividing the Roman territories, but the agreement is put at jeopardy when Mark Antony doesn't report a bribe. Eirene wants Pullo to punish Gaia for not obeying, but Gaia turns the punishment to her advantage. Levi asks Timon to help him kill Herod who has come from Judea. Meanwhile, Posca takes a new bride.
Octavian wants virtue in Rome, but his mandate is too rigid for his family and subjects to obey. A shipment of gold is hijacked while in transit to the Roman treasury. Vorenus must determine who betrayed whom and who took the treasure. Pullo takes his anger and grief out on Memmio and his men. Octavian courts Livia to be his bride and then turns his focus to Mark Antony giving him and ultimatum.
Octavian must make a deal with Marc Antony to get food shipments from Egypt as Rome faces a shortage of grain. Marc Antony refuses so Octavian sends Atia and Ovtavia to Alexandria. At the Collegium Pullo rations out grain and Gaia saves her master from a caged animal. Posca helps Octavian to turn the people against Marc Antony and set a war in motion.
After the battle of Actium, Marc Antony returns to Alexandria. Octavian wants Pullo to help him convince Vorenus to give up Cleopatra's palace. Vorenus won't agree, but Cleopatra is willing to fool Marc Antony in to save her life. Vorenus flees with Caesarian when Octavian's troops arrive. Octavian sends Pullo to find Vorenus and Caesarian.