Prince Herod has shipped in a secret consignment of gold for the Triumvirate, and Octavian instructs Lucius Vorenus to oversee its safe passage discreetly into Rome. Vorenus delegates the task to Titus 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 relations still exist between Antony and Atia, and Octavia and Marcus Vipsanius Agrippa.
Octavian, who has just given a grand public speech on the virtue of Roman women, is outraged and confronts his family. First, he calmly introduces his new wife, Livia Drusilla, who is divorcing her current husband Tiberius Nero to marry him. He then wrathfully reveals that he knows of the lack of virtue of the women of his own house. He threatens to make Antony the laughing stock of Rome by revealing his wife's shameful infidelity with Agrippa to the plebs if he does not leave for Alexandria at once. He also barricades Atia and Octavia inside the house. He forgives Agrippa, who later breaks off relations with Octavia to stay loyal to Octavian. Octavia, who wanted to run away with him, angrily calls him a coward and reveals that she is pregnant, but is unsure and uncaring of the identity of the father. Antony leaves for Egypt after promising Atia that he will call for her when the time is right, and meets a seductively dressed Cleopatra VII in her palace.
Vorenus pledges to retrieve the gold and pays Memmio a visit. A smug Memmio hints that not only has he stolen the gold but that one of Vorenus's own men betrayed him. Vorenus and Pullo initially suspect Mascius, but Vorenus catches his children playing with a straw toy that he saw in the hands of one of Memmio's menâthe same one that seduced Vorena. He confronts her and she admits to betraying him, and screams that she was glad to do so. Flying into a rage, she accuses him of killing her mother, Niobe, abandoning his children in hell, and forcing her to prostitute herself. Vorenus is shocked to learn that his children have hated him all along, and becomes violent with Vorena. He starts choking her after she pulls a knife on him but stops when Pullo points out that the younger children are watching. An ashamed and devastated Vorenus tells Antony that his gold has been located and will be retrieved, but that he himself will be resigning from the Aventine Collegium and asks Antony to take him to Egypt with him, since he has already sworn an oath of loyalty until death to Antony. Pullo will take care of his children, the Aventine and the mission to retrieve the gold.
Meanwhile, Memmio uses the stolen gold to buy the loyalties of the other Collegia members and forms an alliance against Vorenus. When the rival gangs converge, Vorenus has left and Pullo leads the Aventine. Memmio asks for a parley with Pullo and offers reconciliation, since his argument was with Vorenus, not Pullo. In answer, Pullo bites out Memmio's tongue, hurls an axe at Vorena's would-be lover among Memmio's men, and leads the Aventine Collegium into battle against the other gangs. The Aventine fights ferociously, with Gaia and Pullo going particularly berserk, and the opposing gangs struggle to rally their men.