Utica (Rome)

On the dusty plains of Africa, a defeated Cato and Scipio drag themselves to the nearest town, only a handful of soldiers and slaves in their wake. Despite gathering an army with the King of Numidia, they were overtaken by Caesar and his legions in a final battle at Thapsus, and now they must consider their fates.

Cato urges Scipio to consider making peace with Caesar. "You have a tolerant spirit," he tells him, before disappearing into another room to take his own life. Scipio soon follows his lead, instructing his aide Aquinas to cut his throat.

When word of the final battle makes it back to Rome, a newsreader pronounces that "the last standard of the bastard Pompeian scum is fallen, and Rome is at peace." Caesar, Mark Antony and their triumphant legions soon return to a hero's welcome.

After two years at war, Vorenus rushes back to Niobe and his children, Pullo in tow. His wife has found a lucrative new vocation in his absence, teaming with her sister Lyde to run Evander's butcher shop. She asks her husband to consider joining them. Pullo, at a loss as to where to go or what to do next, turns his attentions to his rescued slave, Eirene.

Octavian also has returned to Rome after two years at the academy, much to the glee of Atia, who throws a dinner to celebrate the homecoming, and more importantly, Caesar's triumphant return. Determined not to appear weak, Servilia insists on attending with Brutus, though she's still furious about her son's new loyalties. "Common sense demands I cannot ask mercy of Caesar, and accept rank and favor from him, then refuse his friendship," Brutus tells his mother. "I am not proud of myself...In lieu of a noble suicide, you shall have to be content with that."

For her part, Servilia insists her objections to Caesar are strictly political, denying she has any lingering sorrow or rage over his lost affections. Yet throughout the dinner, she steals glances at the man who spurned her, as he avoids meeting her eyes. Octavia watches Servilia intensely, oblivious to her own brother's attentions. The chain of longing is interrupted when Caesar asks Octavian how he would go about fixing the Republic, and upon hearing his thoughtful reply, appoints the young man to a seat at the pontiff's table - despite protests from the Chief Augur. Octavian begs off at first, insisting he would rather focus on his poetry but Caesar insists.

Servilia becomes preoccupied with uncovering the truth about Caesar's secret affliction—in the hopes of using it to destroy him. She enlists her young lover to get the truth from her brother, going so far as to suggest she seduce him. "A young man will tell his lover anything." This sends a disgusted Octavia to the door, as a desperate Servilia reveals her own secret: she witnessed one of Atia's men killing Octavia's husband.

To their dismay, Vorenus and Pullo find themselves lugging carcasses at the butcher's shop, taking orders from Lyde. When the shopkeeper next door is threatened by two gangsters, Vorenus intervenes, earning a death threat of his own. Later he learns that the men work for Erastes Fulmen, the merchant he invited to his first feast as a civilian, and now the most powerful crook in Rome. "He kills whomever he wants," Niobe informs her husband.

Erastes arrives at Vorenus's door the next day with a mob of thugs, several ferocious dogs, and an ultimatum: Vorenus must meet him in the Forum the following day to apologize - and kiss his feet in public. If he does not show, his wife and children will be raped and killed, followed by himself.

Niobe prepares the kids for a trip to their cousins - and the possibility of life without their parents. Vorenus and Pullo prepare their weapons, and stand ready at the first sound of commotion. Instead of Erastes and his men, however, they are greeted by several uniformed officers announcing the arrival of Gaius Julius Caesar, "Imperator of the Gallic Legions." When Erastes and his men finally make their way to the neighborhood, they see Caesar's high-ranking officers standing guard outside Vorenus's villa, and quickly retreat.

The General has come to ask Vorenus to stand for magistrate on his slate. Vorenus stares straight ahead in shock before boldly declining the offer. "Sir, respectfully, your politics are not mine...I'll not speak against my belief."

"I am not tyrant," Caesar responds forcefully. "I have legally taken Dictator's powers. I will return those powers to the people and senate as soon as I am able. No man loves our Republic more than I. I will not rest until it is as it was in the golden age."

After silent pleading from his wife, Vorenus eventually accepts - and Caesar leads him outside his villa, and presents him to a crowd of cheering onlookers. In the commotion that ensues, Pullo finds himself further adrift, consoling himself with jugs of wine. Lost in a drunken stupor, he tells Eirene about his slave parents. "I'll cut my fucking heart out of my chest and eat it before I kneel to anybody."

Octavia, reeling from the news that her mother killed her husband, turns all her loyalty towards Servilia, and decides to seduce her younger brother. But when she attempts to get the truth about Caesar, Octavian calls her bluff, and forces his sister to confront her conscience. With this Octavia breaks down. Adding to her regret, their encounter was witnessed by their mother's slave, Merula, and soon Atia is after both of them with a whip. When Octavia confronts her mother about her husband's murder, Atia swears "on the spirits of my ancestors and the stone of Jupiter" that she had nothing to do with it. "You abased yourself for a stupid lie!"

She wastes no time punishing the informant. As Servilia's litter travels through the city streets the following day, her guards and servants are ambushed by several of Timon's men, the same men who killed Octavia's husband. When the litter falls to the ground, Servilia herself is attacked, a veiled Merula chopping off her long red hair as several men pull off her dress. They leave the noble woman naked down to her hips in a heap on the street. As Timon looks on at the sad spectacle, his expression turns to grief.

• The Battle of Thapsus, which occurs just prior to the opening of this episode, was the end of the Optimates' influence in Africa. The resistance to Caesar was not yet broken: Gnaeus Pompeius and Sextus Pompey would rally the Optimates' cause in Hispania, where the Optimates would challenge Caesar for the last time at the Battle of Munda.
• In this episode Caesar appoints Octavian a Pontiff. Whether this actually occurred is unclear, but what is clear is that Caesar made Octavian his adopted heir in 46 BC. This would have far-reaching consequences after Caesar's death, as Octavian's legitimacy would lead to the Second Triumvirate, and eventually to the Principate, with Octavian becoming Augustus. The adoption is not mentioned in the first season of the series.
• Caesar makes the comment that he has the authority to appoint whomever he chooses to the College of Pontiffs. This is because Caesar had been elected Pontifex Maximus for life. While this might seem a historical footnote given all the other offices and powers Caesar acquired, the religious orders determined the calendar. Caesar introduced the Julian Calendar, which would stand until 1582, when Pope Gregory XIII adjusted it to make the Gregorian Calendar in common use today.
• The poem Octavian reads to Octavia of the Julii is Carmen 2, written by Gaius Valerius Catullus (84–54 BC). The sparrow (Latin passer), which is the subject of the poem, is often taken to be symbolic of the poet's penis. It is sometimes even stated that passer was an actual slang word for the male member, although if this is so, it is not attested elsewhere.

• "Utica" at IMDb