With the defeat of the Egyptian fleet at Actium, Mark Antony and Cleopatra retreat to their palace and await their fate. Believing that Cleopatra has taken her life, Mark Antony decides follow her into the afterlife. She has other plans however and is quite prepared to negotiate with Octavian if there is any possibility her life and those of her children will be spared. Cleopatra asks Vorenus to take her son Caesarian to safety and Octavian sends Pullo after them. The old friends are soon together again.

With Caesar quickly advancing toward Rome, Pompey begins ordering a retreat and forces his citizens to pick sides. Timon does Atia's dirty work and Vorenus cannot understand why no one is resisting while on a scouting mission.

This programme focuses on the most famous Roman of all - Caesar. Charming, savage, power-crazed, opportunistic and brilliant, he overthrew a 500-year-old Republic and began the age of the emperors.

In Egypt, Caesar rebukes the advisers of the boy king, Ptolemy XIII, for their presumption in eliminating Pompey and demands the man who killed him. Caesar decides to intervene in the dispute between Ptolemy and his sister-wife, Cleopatra, to ensure both Rome's grain supply and his own access to Egypt's treasure.
Antony, in an unusual show of prudence, advises against this with only half a legion in Alexandria and Cato and Scipio still at large in Africa. In Rome, Brutus gets a chilly reception from Servilia when he returns home from Greece.

Two thousand years ago one of history's most notorious individuals was born. Professor Mary Beard embarks on an investigative journey to explore the life and times of Gaius Julius Caesar Augustus Germanicus - better known to us as Caligula. Caligula has now become known as Rome's most capricious tyrant, and the stories told about him are some of the most extraordinary told about any Roman emperor. He was said to have made his horse a consul, proclaimed himself a living God, and indulged in scandalous orgies - even with his own three sisters - and that's before you mention building vast bridges across land and sea, prostituting senators' wives and killing half the Roman elite seemingly on a whim. All that in just four short years in power before a violent and speedy assassination in a back alley of his own palace at just 28-years-old." But how much of his story is true? Travelling across the Roman world - from Germany and Capri in the bay of Naples to the astonishing luxury of his life in imperial Rome - Mary attempts to peel away the myths. Some stories are difficult to get to the bottom of as they were written by hacks long after his death, but there is plenty of surviving evidence where the 'real' Caligula can be glimpsed. Such as in the extraordinary luxury of his private yachts outside Rome; in the designs he chose for his coins when he became Emperor; in an eye-witness account of Caligula's withering humour written in 41AD; the trial documents covering the mysterious death of his father when he was just seven-years-old; and even in a record of his imperial slaves - from the palace spy to his personal trainer. Piecing together the evidence, Mary puts Caligula back into the context of his times to reveal an astonishing story of murder, intrigue and dynastic family power. Above all, she explains why Caligula has ended up with such a seemingly unredeemable reputation. In the process, she reveals a more intriguing portrait of not just the monster, but the man.

Caesar pursued Pompey to Greece but the tide has turned and it's Caesar who is on the run. He contacts Mark Antony, who he left in charge in Rome, to come and join him with the 13th Legion but Antony seems to be in no hurry.
Vorenus has re-enlisted in Antony's Legion and he and Niobe have begun to renew their marital relationship. The presence of Niobe's sister is the only sour note in their house. Pullo meanwhile continues to train young Octavian in the use of arms and the boy's mother Atia is so pleased with his development that she decides he should take another.