Pompey receives Julius Caesar's offer of a truce. To general surprise, he accepts. This presents Caesar with a dilemma, since he confidently expected Pompey to refuse, but now needs a suitable pretext to reject a truce. Caesar uses Pompey's refusal to meet with him face-to-face, calling it a mortal insult.
Atia announces that she has retained Titus Pullo to tutor her son Octavian in the "masculin arts" â how to fight, copulate, skin animals and so forth. Octavian proves to be an indifferent swordsman, but takes a liking to Pullo, and the soldier takes the boy into his confidence, confessing that he has suspicions about Niobe and her brother-in-law, Evander. The two make a pact to find out the truth, without telling Lucius Vorenus.
Meanwhile, Vorenus's financial difficulties are mounting. He inspects his share of the slaves taken in Gaul, and finds that nearly all of them have died of disease, on top of which he still has to pay the bill for their transport and feeding. He asks Erastes Fulmen for a loan, but the crafty gangster demurs, and instead maneuvers Lucius into accepting a lucrative position as his enforcer.
Having captured the city, Caesar seems to be in no hurry to pursue Pompey to the coast, instead spending his evenings dallying with Servilia. Jealous of her influence over Caesar, Atia hires Timon to paint rude graffiti depicting Caesar and Servilia's relationship all over the city. Mortified, Caesar's wife Calpurnia threatens to divorce him unless he breaks off relations with Servilia. Since he still needs her family's political and financial support, Caesar does so, and Servilia is livid. Caesar prepares to march on Pompey without further ado, and appoints Mark Antony prefect of the city in his absence, despite the latter's protests ("I'm a soldier, not a peacekeeper").
Late at night, Pullo kidnaps Evander, with Octavian tagging along, and they interrogate him in an underground walkway beside one of the sewers. Octavian, to Pullo's surprise, directs Pullo to torture Evander when he refuses to talk with surprising blood lust and cruelty. After losing both thumbs and being beaten severely, Evander admits that he and Niobe had become lovers after Vorenus was mistakenly pronounced dead in Gaul, and that Niobe's "grandson" is in fact her son by him. Outraged, Pullo kills Evander and dumps his body into the sewer. Octavian warns him that Vorenus can never learn what has happened.
Vorenus reports for duty as Erastes's "bodyguard," but quits as soon as he sees what is expected of him: torturing, and then killing, a business client of Fulmen's who considered himself cheated in a recent deal.
Despite his political opposition to Caesar, Vorenus has no choice but to approach Antony, pleading for a renewal of Antony's prior offer. Antony does not usually believe in second chances, but he needs good men around him in his new, unfamiliar role as city protector. Vorenus is reinstated into the army as Evocati prefect (with a cut in his promised signing bonus).
In the most solemn terms, Servilia inscribes curse tablets against both Caesar and Atia, and a slave deposits them in their respective houses. She is now committed to destroying both of them.
Caesar and his army reach the coast to find that they are too late: Pompey has escaped to Greece, no doubt to raise a new army against Caesar.