In their camp in Southern Italia, Pompey and the Senate's "generals"âMarcus Junius Brutus, Marcus Tullius Cicero, Cato the Younger and Quintus Caecilius Metellus Pius Scipio Nasica, are discussing the current situation. Caesar has marched on Rome and taken control of the city without meeting any form of resistance. Pompey has withdrawn to the south to muster his veterans, while expecting Caesar's force to desert him once the treasury is found empty and Caesar is left without money to pay his soldiers. But to their confusion, the team they dispatched to retrieve the treasury gold has not returned. Pompey's malevolent son, Quintus, enters after torturing a prisoner (the only survivor of the group sent to recover the gold) and delivers grim news to his father: the team turned on their leader, Pompey's man Durio, and attempted to take the gold for themselves, but were intercepted by Caesar's scouts (led by Lucius Vorenus and Titus Pullo) on their way out of the city. Quintus is convinced Caesar's men have kept the gold for themselves and Pompey sends him to Rome to find out for sure.
In Rome, Atia has already been receiving petitioners eager to court Caesar's favor, but is worried about Servilia's influence with Caesar. Atia plans a lavish dinner party with Caesar as the guest of honor.
Caesar petitions the Priests of Jupiter for a formal blessing on his endeavors, to legitimize his seizure of the city.
Antony offers Vorenus a post as a prefect on his staff, with a substantial signing bonus. Vorenus, believing that Caesar's actions are illegal, rejects the offer. He plans to start a business trading slaves and other imports from Gaul. He and Niobe host the traditional feast as a tribute to Janus, and their guests include local Aventine businessman Erastes Fulmen, Niobe's sister, Lyde, and her brother-in-law, Evander Pulchio. But things do not go well: Lyde, getting drunk, begins loudly berating her husband (knowing too well that Evander and Niobe had an affair while Vorenus was gone). In Niobe's rush to silence her before she lets something slip to Vorenus, the bust of Janus is overturned:an ill omen.
While cleaning up the remains of the party, Vorenus and Niobe are accosted by Quintus Pompey and a band of mercenaries, who demand to know where the gold is. Vorenus says he knows nothing of any gold, and Quintus's men are about to kill Niobe, when Pullo arrives with Eirene, both of them dressed like royalty and scattering coins to a crowd of worshippers. Pullo has come to call on his old commander, but, seeing the thugs, attacks them and he and Vorenus manage to overpower them and tie up the younger Pompey.
Pullo proposes that they flee the country together with the gold, but Vorenus orders him to return it to Caesar: if he does so, and takes along the captured Pompey, Caesar might show mercy. Pullo is aghast at the idea of giving up his new wealth, but Vorenus reminds him that he has already broadcast his theft across the whole city. Pullo reluctantly obeys.
At the dinner party, Caesar is called outside to meet Pullo. He decides to show mercy to Pullo, and then surprises Antony by ordering Quintus released and sent back to Pompey's camp, bearing Caesar's terms of truce. Antony obeys, then leads Pullo and a party to retrieve the gold.
Noticing Octavian watching, Caesar shares some confidences with his grand-nephew. Like Antony, Octavian is initially confused by Caesar's release of Quintus, but unlike Antony, he quickly works out the real reason: Caesar's terms of surrender will be too humiliating for Pompey to accept, but his show of clemency will encourage the rest of the Senators to abandon Pompey and seek Caesar's mercy. Chuckling, Caesar begins to congratulate Octavian on his acumen - then is struck dumb by an attack of epilepsy. Posca quickly hustles his master into an empty closet to wait out the fit, while rejecting Octavian's offer to call for a doctor - at all costs, Caesar must keep his affliction secret. Once he has recovered, Caesar makes Octavian vow never to speak of his condition. However, one of Atia's servants hears the yelling and groaning from the cupboard and, on seeing Octavian and Caesar emerge, leaves to inform Atia.
Returning to the party, Caesar orders Calpurnia escorted home, then goes alone to spend the night with Servilia. Servilia, who had been worried by his reserved attitude towards her at the party, is delighted.
With money to pay his soldiers, and distribute enormous bribes among the city officials, Caesar receives the formal blessing of the priesthood in the Temple of Jupiter.