Nigel Lindsay

Cleopatra arrives in Rome to pay her respects to Caesar--and to attempt to get her young son legitimized. The Egyptian Queen's arrival intrigues Mark Antony and rankles Atia, who barely tolerates her new rival and Servilia during a fete. Called off a grisly mission at the last minute, Timon returns home to find his brother Levi has unexpectedly arrived from Jerusalem, his disdain for all things Roman intact. Meanwhile, Erastes' death has plunged the Aventine Collegium, and Rome's river commerce, into chaos. In an effort to restore order, Mark Antony orders Vorenus to assume Erastes' captaincy, and he and Pullo bully the warring gangs into an uneasy truce. Frustrated by Mark Antony in his attempt to secure his inheritance, Octavian takes out a loan to pay off Caesar's promise to the people, angering his mother and especially Mark Antony, who refuses the boy's offer of a power-sharing strategic alliance. The confrontation leads to Octavian leaving Rome.

Against Pullo's advice, Vorenus returns to the Collegium with his rescued daughters and Lucius, who are soon reunited with Lyde and undergo a cleansing ritual for past sins. Denied a triumph in Rome, Octavian urges Cicero to embrace his request to be made Consul; in exchange, Octavian promises not to make a move without consulting Cicero first. Octavian is reunited with Atia and Octavia; while the former begs for forgiveness, the latter doesn't like what her brother has become. Octavian's first act as Consul takes Cicero and the Senate by surprise. Vorenus attempts to make peace with Memmio and Cotta, who wonder if he's gone soft. To gain advantage over Brutus and Cassius's army, two adversaries patch up their differences.

As Brutus and Cassius struggle to raise foreign money for an army, Mark Antony changes his post-consul itinerary from Macedonia to Gaul. The plan is derailed when Cicero delivers an in-absentia message to the Senate, then throws his support to Octavian, the new Caesar. Vorenus, meantime, is in a battle of his own.

Her treachery exposed by Duro, Servilia finds herself in Atia's villa at the mercy of Timon. Searching for Vorenus in the Mutina countryside, Pullo runs into Octavian, who has just won a bloody battle against Mark Antony. The new Caesar has decided to return to Rome with his army, and sends Marcus Agrippa to tell Octavia and Cicero the news. Meanwhile, encamped with a new army of mercenaries in Western Turkey, Brutus and Cassius have plans of their own. Vorenus and Pullo arrive at a slave camp in search of Vorenus's children, and are shocked to discover their fates.

Brutus and Cassius see their military advantage vanish in the wake of Octavian's new alliance with Mark Antony. In Rome, Vorenus receives orders to execute scores of Rome's elite, dividing the task among the Collegium's gang captains. Cicero attempts to warn Brutus of his army's danger, but is foiled by the arrival of Pullo at his villa. Mark Antony adds a few names to the list of condemned, as does Atia; Octavia and Vorena the Elder find themselves enchanted by unlikely suitors; Eirene shares some domestic news with Pullo; Levi and Timon precipitate a synagogue melee; and Atia gets Octavia to reveal a secret as Octavian heads out of Rome. On the plains of Philippi, two armies clash, with the future of Rome at stake.