Rome Opening Credits Intro.
Seven years have passed and at the Aventine Collegium Titus Pullo (Ray Stevenson) deals with restless Romans who are amassing at his gates demanding more rations because they are starving as a result of a dire shortage of grain. As Gaia (Zuleikha Robinson) watches from his balcony eating an apple, Pullo delivers an impassioned speech telling the masses to go home and wait for the next days ration. In the interim, Titus Pullo meets with Octavian (Simon Woods) to update him about the grain shortage and asks for more grain. Octavian tells Titus Pullo that he has only the grain left to feed his military and they have to eat, too. Agrippa (Allen Leech) advises Octavian to send part of the troops to Africa this freeing up extra grain for the people that would give them an extra month's worth of rations. Octavian agrees with the short-term solution, but realizes that something else must be done to feed the masses. Before parting, Octavian asks Titus Pullo what the people are saying about him and the situation. Choosing his words carefully, Titus Pullo advises that the people are blaming Octavian and not Marc Antony. Titus Pullo points out Marc Anthony's popularity with the people. Octavian describes himself as "cold and harsh." Titus Pullo says, he wouldn't say that, but offers that Octavian isn't exactly known to be "affectionate" and after all Marc Antony "loves the people.
Cut to Egypt, where Lucius Vorenus (Kevin McKidd) seemingly awakens in bed next to Niobe (Indira Varma) where they share and affectionate moment which ends in a nightmare scenario. Vorenus awakens in real life next to a bald, and naked Egyptian prostitute who as she places a black, braided wig on her head complains about Vorenus' evil dreams and that he should pay more money. Vorenus tells her to be quiet as he splashes water on his face and dresses for duty in legionary gear. Vorenus enters the palace of Cleopatra (Lindsey Marshal) and encounters Posca (Nicholas Woodeson) who wears eyeliner and Egyptian apparel while lounging in an office filled to the rafters with various scrolls. Vorenus asks what's going on and Posca tells him that Mark Antony (James Purefoy) and Cleopatra are receiving Bibulus (Jack Ellis), who Octavian has sent to barter with Mark Antony to get new shipments sent from Egypt. Vorenus asks why he is not with Mark Antony and Posca answers that he chooses to get out of sight when Cleopatra shrieks at him. Vorenus heads to the room where Mark Antony is negotiating with Bibulus while also giving Cleopatra a lesson in archery amid luxurious cushions. Antony has altered in that he wears Egyptian attire and jewelry plus various tattoos and kohl around his eyes . Cleopatra wears a revealing metal brassiere and skirt with two slits up the front revealing her bare thighs. Cleopatra has lesson includes a slave dressed as a dear who crawls on all fours as Antony directs him to sip from a bowl of water on the floor. During the grain negotiation, Cleopatra misses her target and with every miss, the slave dressed as a deer cowers in fear and yelps aloud.
During the negotiation, Mark Antony and Cleopatra continually increase their demands in exchange for grain, eventually driving away Octavian's negotiator when Cleopatra also asks for Spain which proves to be a deal breaker. As the talks break down Cleopatra finally hits her deer target and the slave his shown on the floor pierced by her arrow and bleeding profusely from the neck. Vorenus orders the other servants to remove the body. As Bibulus exits, he asks Vorenus what has happened to Antony and Vorenus gives Bibulus the brush off.
Antony hopes to push Octavian into declaring war, which Antony believes he can win due to his support among the Roman people.
Realizing the tight spot he's in Octavian sends for Atia of the Julli (Polly Walker), who preparing for the opera and Octavia (Kerry Condon), who now has a young daughter by Mark Antony named Antonia, to join him at a luxurious dinner. As a last resort to sway public sentiment to his side, Octavian tells Octavia and Atia he needs their assistance to mediate a grain settlement with Antony. Atia tells Octavian that she has no desire to go on a long sea voyage and that neither she nor Octavia are "hungry" and basically what's in it for them? Octavian counters with, "What do you want?" Atia asks for a Villa in Capri and turns to Octavia asking her of she also desires a new villa. Octavia cannot make up her mid so at Atia's suggestion, Octavia tells Octavian she will settle for cash. Octavian agrees and sends Atia and Octavia to Alexandria, knowing that Antony will reject his lover and lawful wife respectively. During a post-coitus moment of pillow talk, Livia Drusilla (Alice Henley), Octavian's new wife, asks Octavian about Atia and Octavia sailing off to Egypt for the mediation. Livia figures out Octavian's strategy out loud. Octavian refuses to discuss it with her, rolls over and ends the evening by saying, "Good night, dear."
Atia and Octavia are seen on a Roman vessel down below. Octavia suffers from sea sickness and Atia asks Octavia if she's changed very much since Antony last saw her. Octavia says now and gets even sicker upon hearing a slave vomit within earshot. Atia looks out of the window as a shipman announces land. Atia and Octavia disembark for the Egyptian capital for an audience with Mark Antony who ends up in a a violent tussle with Cleopatra after Mark Antony first insults her by referring to her as "like a queen" and then further refuses to agree to kill Atia and Octavia or arrange for a sea disaster while the two sail back to Rome. Cleopatra's position is that if Mark Antony no longer loves Atia, killing her should not be an issue. Carried by slaves, Atia and Octavia arrive at the front door of Cleopatra's palace. It is sweltering hot. Atia says, Egypt is strange. Octavia marvels at the sheer size of the palace. They wait. There is no one to either greet them or receive them and the women complain that no one brings them water. Meanwhile the violent argument between Cleopatra and Mark Antony has turned into a rambunctious sexual interlude. Antony then calls for Vorenus to handle a "delicate matter."
In the meantime, Jocasta (Camilla Rutherford), who's garbed in Egyptian attire per Cleopatra, sneaks out of the palace to talk with her old friend, Octavia and Atia. Atia and Octavia marvel at Jocasta's Egyptian appearance. Jocasta says she must wear her hair in the Egptian or face the wrath of Cleopatra who despises Roman styles. Jocasta compliments Octavia's hairstyle and asks Octavia if that's how Roman women are wearing it now. Posca furtively comes out of the palace a few minutes later to retrieve Jocasta fearing that harm will come to both of them if Cleopatra discovers them talking to Atia and Octavia, and whisks her back into the palace. Cut to Cleopatra's two children by Antony tumbling out of a palace hallway to greet their father who is tired and falls asleep before they go. Cleopatra looks at Anthony in wonder.
Ultimately, Octavian is proven correct: Antony refuses to see Atia and Octavia (owing to the fact he was in the middle of having sex with Cleopatra) and with Vorenus' assistance sends them packing back to Rome. Atia, who at first is happy to see that Vorenus has not "gone native" sees him as an ally to no avail, takes the rejection very hard and attempts to storm the palace while calling out Antony's name. Vorenus intervenes. Atia tells Vorenus that he would not manhandle them, but Vorenus points to Cleopatra's Nubian guards who step forward in a show of force to dispatch them forthwith. A distraught Atia turns leave and head back to the ship without being carried. Before also parting on foot, Octavia tells Vorenus to deliver a message to her husband, Antony that he is a "Coward" and scum.
Caesarion (Max Baldry) commands Vorenus to play ball with him after her bullies a servant away by hitting him with the ball. Vorenus agrees while hitting Caesarion with the ball striking him in the shoulder. Caesarion winces in pain but continues to play while asking Vorenus for information about his father. Vorenus tells Caesarion ambiguous stories about Caesarion's father (the boy believes his father to be Julius Caesar though Vorenus is speaking of Titus Pullo).
Again--Vorenus chooses to stay in Alexandria with Antony, but before Posca departs the ship bound for Rome (Vorenus catches Posca and Jocasta in the act of packing to flee Egypt but plays along with their fiction of taking a walk to see the ships at port), Vorenus tells Posca that if he sees Titus Pullo to tell them Vorenus asks him to kiss his children for him and next advises Posa to make haste for the wind is picking up and the ships shall sail with the winds thus, jeopardizing his and Jocasta's chance "to see the ships" before they set sail. Posca and Jocasta are next seen surreptitiously leaving the palace, making their way through the crowds to the seaport.
In truth, Posca secretly leaves Antony's service, stowing away with Jocasta on the ship carrying Atia and Octavia so that they can defect back to Octavian. Antony wakes up from his nap and runs into Vorenus while searching for Posca, who he cannot find. Vorenus tells Antony (dressed in yet another Egyptian garment) he doesn't know where Posca is, but delivers the message from Octavia to Antony. Vorenus tells Antony that he is not a coward as Octavia suggests, but that he recognizes his symptoms of having a sickness of the soul. Antony looks at Vorenus for a prolonged moment and walks away after sighing.
Octavian greets Atia upon her return to Rome. Atia in turn, slaps Octavian, and says to hell with the villa she wants Antony dead. Posca also delivers to Antony the last will and testament of Antony and Cleopatra. Octavian uses this as evidence that Antony has gone mad due to the bewitchery of the sorceress Cleopatra, blackens his eyes like a prostitute, worships idols and has become a threat to the state, spreading such news to the public via the Newsreader (Ian McNeice) and gaining the Senate's support in a war against Antony.
Octavian summons Titus Pullo for a personal audience in the Senate house and requests that Pullo come with him to Egypt, hoping that Pullo could reason with Vorenus and mediate for Antony. Pullo expresses his doubts, but agrees to escort Octavian.
At the Aventine Collegium, where Pullo is rationing out grain to increasingly restless Romans, Pullo makes final arrangements with his men and Vorenus' children, and leaves Mascius in charge. However, the night before Pullo leaves, he is attacked by Memmio, who Pullo had imprisoned in a small cage since his defeat in the gang wars to serve as a warning to the ranks of his men about betrayal. Memmio knocks Pullo unconscious and moves in to kill him with a knife. Gaia intervenes and kills Memmio, but she is severely wounded. As Gaia is being treated, she says she is not a good woman, that she is troubled by "Nemesis." Pullo asks why she is troubled by Nemisis and Gaia then confesses to Pullo that Eirene was a good woman and that because she wanted Pullo for herself, she killed Eirene and their unborn child by spiking Eirene's tea with poison. Pullo, seething with anger, chokes her to death, then carries her corpse through a crowd of shocked onlookers, who watch Pullo as he dumps her body unceremoniously into a muddy pool, which ensures that Gaia is doomed to never enter the netherworld and her spirit will wander aimlessly in limbo because she has not received proper funeral rites.