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 reluctant 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.
Octavian, who had promised to heed Cicero's advice as consul, uses intimidation to pass a motion in the Senate declaring Brutus and Cassius enemies of the state. Cicero, disappointed by Octavian's tactics, sends a letter to Brutus, asking for help. In the east, Brutus is encouraged by the news, and plans to take advantage of the conflict between Mark Antony and Octavian by letting them fight it out, and then returning to Rome just as their forces have dwindled. Cicero tells Octavian that Brutus is coming to Rome with "20 legions", which puts Octavian, who's left with 4 legions, in a dangerous position. Octavian must turn to his mother for help. Atia, accompanied by her son and his army, rides to Gaul, where she greets Mark Antony. She succeeds in convincing Mark Antony to become Octavian's ally, to ensure that they can defeat Brutus' approaching army.
Titus Pullo swears to his wife, Eirene, that he would save her before Vorenus. As the friends and children sit down for dinner, Vorenus' eldest daughter Vorena gives out stew and thanks her father for his compliments. As the camera pans downward, we see her making the Corna (the "horns" hand gesture) behind her back, revealing her dishonesty.