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.

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.

Seven years have passed since Antony's departure from Rome, and the former commander, dissipated and debauched - held in thrall by the charms and sexual prowess of his new bride, Cleopatra, withholds precious shipments of grain from Rome, where people die in the streets from hunger.
Unable to incite a war with Antony and Egypt without committing political suicide, Octavian sends Atia and Octavia to Alexandria to mediate and reason with Antony; a strategy which proves predictably unsuccessful.

Even though his wife and children are avenged by the Erastes killing, Lucius Vorenus keeps mourning for over a month till Pullo gets Marc Antony who scolds him for Caesar's death and the continuing bloody Aventine gang riots that have resulted in the gangs wanting to fill the void left by Erastes sudden demise.
Octavian is loosing patience with Mark Antony for payment of Caesar's inheritance. Meanwhile, Queen Cleopatra of Egypt arrives in Rome to pay her respects to Caesar and she also negotiates with Antony's military protection for her Pharaonic throne.