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- After losing the Battle of Actium, a vanquished Mark Antony barricades himself with Cleopatra in their palace in Alexandria. The palace becomes a place of never-ending orgies as Mark Antony and Cleopatra drug and drink themselves into stupor. Octavian sends an emissary to Mark Antony, with a secret message to Lucius Vorenus in an attempt to avoid a direct assault on the palace, which might lead to a popular uprising. It is made clear that Titus Pullo is aware that Caesarion is his son and that Vorenus also knows this. Mark Antony refuses Octavian's demand of unconditional surrender and challenges Octavian to single combat. Vorenus also refuses to betray Mark Antony by opening the palace gates. Practise with Vorenus and then with an emasculated court flunky shows how much Mark Antony's physical condition has deteriorated alongside his mental condition.
- Servilia mourns the death of Brutus, killed at Phillipi. She kneels in front of Atia's door chanting repeatedly for justice. Although Atia ignores her initially, the incessant chanting attracts a crowd of pleb onlookers and annoys Atia. After two days, Atia gets fed up with Servilia's obstinacy and throws open the door to let Servilia vent her anger and leave. However, Servilia calls upon the gods to curse Atia for the rest of her life, and then commits suicide, leaving Atia in shock.
- With Scipio and Cato defeated, Caesar returns home to a hero's welcome. Vorenus and Pullo's showdown with local thug Erastes gets an unexpected reprieve from Caesar. Servilia's plan to use Octavia to unearth a secret about Caesar backfires.
- Having pursued Pompey into Egypt, Caesar arrives in Alexandria and meets the boy king Ptolemy XIII, who offers the general a surprise gift. Vorenus and Pullo play liberators again, freeing Ptolemy's incarcerated sister Cleopatra. Caesar seeks payment from Egypt for past debts, and ends up forging a strategic union to ensure his legacy.
- Pompey must stall for time, and his supporters urge for peace with Caesar. Caesar and Antony must balance that which is expedient with how their actions will appear to the people. Atia's jealousy of Servilia will lead to actions that spell humiliation for Caesar, and despair for Servilia. A sudden reversal of fortune forced Vorenus to choose whether it is to the Legions or the underworld of Rome that he will sell his integrity. Servilia's rage turns her into dark paths of revenge. Niobe faces the possibility of having to lose her son, and has her secret fall into the hands of those who do not know what to do with it. Pullo is retained to educate Octavian, but it is questionable as to who will teach and who will learn.
- Prince Herod has shipped in a secret consignment of gold for the Triumvirate, and Octavian instructs Vorenus to oversee its safe passage discreetly into Rome. Vorenus delegates the task to Pullo, who is known and trusted by both Octavian and Mark Antony, much to the ire of Vorenus' third man, Mascius. However, Gaia poisons Eirene's tea, causing Eirene to die in childbirth with a stillborn baby boy. Pullo is incapacitated with grief, so Mascius takes over the operation. An ambush results in the theft of the gold and the near death of Mascius. As accusations fly, Maecenas is convinced that Antony and Posca are the culprits. He had earlier plotted with Posca to steal a portion of the gold for themselves, but now believes that he has been double-crossed. He exacts his revenge by revealing to Octavian that sexual relationships still exist between Antony and Atia and between Octavia and Agrippa.
- Mark Antony is ruling Rome, but Octavian is demanding his inheritance. In the meantime Cleopatra comes to Rome and asks for her son Caesarion to be recognized as Caesar's son. Lucius Vorenus is full of misery, having lost both his wife and his children, and also failed in his duty to Julius Caesar. Titus Pullo asks Mark Antony to help. Mark Antony sets Vorenus the task of ending the gang wars that have broken out in the Aventine after the death of Erastes Fulmen. He uses the goddess Concordia to persuade the gang bosses to meet: they have a superstitious regard for the goddess. When his reasonable offers are rejected by some of them, he commits sacrilege, breaking the image and declaring himself 'Son of Hades'. Pullo is alarmed by this. Vorenus thinks that the gods can do nothing more to him, so he has nothing to fear.
- As a result of their arena exploits, Pullo and Vorenus have become heroes to the Roman rank and file, causing Caesar to reward those he normally would punish. Pullo's unexpected return to Vorenus' household is not appreciated by his former slave Eirene. Caesar decides to overhaul the Senate by adding some unexpected new faces, to the chagrin of the old guard. And Servilia hurdles the final obstacle in her ambitious revenge scenario, at Niobe's expense.
- While Pullo descends into Erastes' netherworld, Vorenus negotiates a severance for veteran soldiers on behalf of Caesar, who invites him and Niobe to one of Atia's parties. Cassius attempts to convince Brutus that the life and death of the Republic is indeed "in your hands."
- Caesar is desperate for troops after the tragedy in the Adriatic. Pompey's supporters resist his more cautious plans, and press for glorious victory at Pharsulus. Niobe fears that Lucius is lost, and finds comfort in her estranged sister. Atia fears Caesar's war - and her influence - are lost and turns for help in an unlikely quarter. Octavia finds a hint of welcome, but unsettling, affection. Brutus and Cicero find hearty and unexpected forgiveness. Pullo and Vorenus find a grisly means of escape from their predicament, and are presented with an amazing opportunity - and a difficult choice. Pompey discovers that a man's fate can only be avoided for so long.
- At the opening, Caesar, at the head of his still advancing army, is sending Vorenus and Pullo, along with the Ubian cavalry for re-enforcement, ahead to Rome on a scouting mission for Pompey's defenses with the strict mandate to advance only until resistance is met and, if civilians are met along the way, they are to give Caesar's proclamation to them and to instruct them to return to Rome and have it read in the forum. Marc Antony tells Vorenus that if no resistance is met and they encounter no civilians, he is to take the proclamation and nail it to the door of the Senate house. Caesar is curious as to why Vorenus is so morose and asks Antony. Antony reveals that Vorenus is a strict Catonian and believes what Caesar is doing is a "terrible sacrilege" to which Caesar responds that he is only seeking his legitimate right.
- With Caesar leading his legions against Pompey, Mark Antony is left to govern Rome, much to the alarm of the Patricians who must bear the brunt of Antony's new policies. Evander's disappearance causes even more divisions within the Vorenus family. Octavian's education takes a new twist as he faces a rite of passage. With news of disaster in Caesar's campaigns, Atia attempts to hedge her family's future with disastrous results, and begins to wonder if reconcilement with Servilia may not be wise. An ambassador brings Antony offers from Pompey, and he must choose whether to trust to Caesar's fate, or betray a friend. Lucius and Niobe find intimacy together in the brief time before Antony's legions sail for Greece, and Pullo discovers that blasphemy has its consequences.
- At the opening episode, the viewer is introduced with a torture scene of a man strung upside down from a tree as another man on the ground steps up and flays another strip of flesh from the man's torso, sending the man into a fresh round of screams. Then it cuts to a shot of the Senate generals, i.e. Pompey, Brutus, Cicero, Cato and Scipio in their tent discussing the current situation. Caesar has marched on Rome and taken control of the city without any form of resistance being met. The Senate and their army have withdrawn to the south from the city in order to muster their army, in the hopes of eventually retaking the city when all is ready. But when Pompey's son finally enters the tent bearing bad news, the entire game changes. The man Quintus and his man Volpe have been torturing has finally told them that after killing Pompey's man Durio and attempting to steal the gold taken from the Temple Of Saturn treasury, the entire party had met up with Caesar's scouts consisting of two Romans and twenty Ubian cavalry and after an armed conflict, most of the party were killed while the rest ran. Quintus is convinced the Romans have taken the gold and Pompey sends him to Rome to find out for sure.
- Rome is facing a dire shortage of grain, forcing Octavian to barter with Mark Antony to get new shipments sent from Egypt. Mark Antony and Cleopatra continually increase their demands in exchange for grain, eventually driving away Octavian's negotiator. In so doing, Antony hopes to push Octavian into declaring war, which Antony believes he can win due to his support among the Roman people. As a last resort, Octavian sends Atia and Octavia to Alexandria, knowing that Antony will reject his lover and lawful wife respectively. Octavian is proven correct: Antony refuses to see Atia and Octavia and sends them back to Rome. Posca secretly leaves Antony's service and defects to Octavian. Lucius Vorenus, who has been telling Caesarion about Caesarion's father , chooses to stay in Alexandria with Antony.
- The struggle in Rome continues as Octavian, the new Caesar, with his army at the city's borders, establishes himself as consul to the senate with the help of Cicero. Meanwhile, Vorenus returns to Rome with his rescued children. Secretly, the children wish to run away. The children steal some of Vorenus' money and run off to their aunt Lyde, who insists that they return to their father and, at least, pretend to love and forgive him even after what he has done to their mother. Vorenus makes peace with his rival gangs at a great loss, but informs Pullo that even though the others may think they're "going soft", they will rebuild their forces. At an orgy, Agrippa abducts Octavia and returns her home to Atia. After Atia fumes at Octavia for going to an orgy, Agrippa confesses his love for Octavia, who is stunned as he walks out.
- As the nomadic Brutus and Cassius struggle to raise foreign money for an army, Mark Antony sets his sights on Gaul. Cicero delivers an in-absentia message to the Senate, and then throws his support to Octavian, the new Caesar. Meanwhile, Vorenus is in a battle of his own, having provoked an all-out gang war in the Aventine Collegium. At Atia’s villa, Octavia passes the hours getting intoxicated by hemp with a nouveau riche tradesman's daughter, while Duro , a duplicitous youth, looks for a chance to set Servilia’s deadly plan in motion.
- Unanimously proclaimed Dictator by the Senate, Caesar pronounces the war over, and proclaims a "triumph," five days of military pomp, feasting, and games honoring his victories. No longer an enlisted soldier, Pullo eyes a pastoral future with Eirene; Vorenus runs for municipal magistrate, with Posca's help; Octavian retrieves Octavia from her self-imposed exile; and Servilia invites a revenge-minded Quintus Pompey into her home, to Brutus' dismay.
- With growing political tensions at home, Caesar needs a voice within the Senate, and Mark Antony is not above accepting the gift of a bought office. Escorting the new "Tribune of the People" to Rome, Vorenus and Pullo return to their homes for the first time in years: Vorenus to his family, and Pullo to his vices. Atia rewards those who return her lost son to her. In the back rooms of Rome powerful men strike bargains to strip Caesar of his growing power, and in growing political tensions of Rome the actions of the basest of men will shake the foundations of the city.
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