43 BC. Servilia's spy Duro has been taken into service at Atia's villa by Castor, Atia's lead male house slave, in exchange for sexual favors. Duro slips into Atia's kitchen where he secretly poisons the dinner stew being prepared by the cook. The cook is Althea, a female kitchen slave who thinks Duro's attention to her is because he is genuinely attracted to her. Althea secretly tastes the stew on her way to taking it to Atia's table and dies before Atia has touched it. Duro is captured by Castor and Atia orders her Jewish henchman, Timon, to torture him. Duro confesses to Atia, after several hours of torture by Timon and his men, that it was Servilia who had employed him. Timon takes Duro out into the poorer district and kills him but feels guilty. Timon is told by Atia to kidnap Servilia while she is praying at her villa. Servilia is brought before Atia, where she is brutally raped and tortured by Timon in Atia's basement. After hours of torturing Servilia, Timon feels pity on her and frees her. The bloodied Servilia runs out on the streets while Atia asks why Timon set her free. Timon seizes Atia's throat in his hand, shouting "I'm not a fucking animal.". He storms out, presumably without intent to ever return.
Meanwhile, Octavian and Antony's legions clash in the Battle of Mutina. After Octavian wins the battle, he sends his aide, Agrippa, to tell his mother and sister, Atia and Octavia. Agrippa arrives at Atia's villa and tells Octavia and Atia that Antony has fled to Transalpine Gaul and Octavian has won. Atia is happy that both her lover, Antony, and Octavian are alive.
Pullo finds Vorenus, who had joined Antony's army at Antony's request, and tells Vorenus that his children are alive in a slave camp. Vorenus asks permission of Antony to leave his army in order to search for his children and Antony consents. Pullo and Vorenus arrive at the slave camp where they rescue Vorenus' daughters and Lucius and kill the slave camp owner.