The struggle in Rome continues as Octavian, the new Caesar, with his army at the city's borders, establishes himself as consul to the senate with the help of Cicero. Meanwhile, Vorenus returns to Rome with his rescued children. Secretly, the children wish to run away. The children steal some of Vorenus' money and run off to their aunt Lyde, who insists that they return to their father and, at least, pretend to love and forgive him even after what he has done to their mother. Vorenus makes peace with his rival gangs at a great loss, but informs Pullo that even though the others may think they're "going soft", they will rebuild their forces. At an orgy, Agrippa abducts Octavia and returns her home to Atia. After Atia fumes at Octavia for going to an orgy, Agrippa confesses his love for Octavia, who is stunned as he walks out.
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