Octavian takes a new bride, Livia, and then introduces her to his family in a startling way... by having her witness the punishment he metes out to Atia and Octavia, for secretly defying the social constraints established through the facade of Octavia's "marriage" to Mark Antony. The vengeful Gaia carries out her plan to poison Eirene, which produces most dire consequences for Pullo, and no one else is the wiser. Meanwhile, Octavian, Antony, Maecenas, and their associates barely maintain their relationships of congenial contempt and hypocrisy, as everyone tries to figure out who has duped whom with the disappearance of the gold that was Herod's 'gift.' Now forced by Octavian to leave Rome to serve as an 'ambassador' to Egypt, Antony defies the conditions of Atia's house arrest to bid her a bittersweet farewell. The same can be said of Agrippa, who learns some startling news as he severs his relationship with Octavia. Timon also decides to move with his family to Judia to start a new life over for themselves. With the theft of the gold, Lucius and Pullo suspect and accuse a badly-wounded Mascius of having engineered a double-cross, but the real traitor of Vorenus' gang comes to shocking light which is the eldest Vorena. Now having pinpointed Memmio as the real culprit, Pullo takes the group to meet for a parlay with the devious captain and his cohorts, resulting in swift and bloody retribution for the traitors. A despondent Vorenus, his family fractured once again, begs Antony to allow him to come to Egypt, and finds his offer grudgingly accepted. Antony returns to Egypt and is reunited with the seductive Cleopatra.

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. However, former Roman senator Posca and his wife, Jocasta, flee Alexandria with Atia and Octavia to Rome where he provides Octavian with all the ammunition he needs to bring about a war with Antony and Cleopatra. Meanwhile, Pullo has taken over the Avantine gangs of Rome. But later, a fatal blow is stricken to the torrid affair that has continued between Pullo and Gaia, as karmic debt comes to call when she saves him from the sadistic Memmino, but gets fatally wounded, and she lets it slip to Pullo that she was the one who poisoned Eirene. Octavian asks Pullo to join him in the campaign against Egypt, and Pullo agrees without question, hoping to reunite and redeem his blood brother, Vorenus, who continues to stand by Antony's side despite his growing contempt for his commander. Octavian calls for war against Antony in the Senate, and is met with thunderous approval.

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 but are waylaid by bandits. With Vorenus severely wounded, Pullo takes him back to Rome for what he hopes will be a happy reunion with his children.