Eager to return to Rome after eight long years of war, Gaius Julius Caesar ends his campaign with a resounding triumph in Gaul, and news of a shattering personal loss at home. In Rome, Caesar's old friend Pompey is counselled by the Senate, who worry about Caesar's growing popularity. Two soldiers are enlisted to find the army's stolen gold standard. Atia is careful to play both sides of an escalating power struggle.

Anointed People's Tribune by Caesar, Mark Antony returns to Rome with Octavian's liberators, Vorenus and Pullo. After being feted by a grateful Atia, Vorenus heads home to his family, for the first time in eight years, while Pullo heads for the brothels. Pompey drafts an ultimatum stripping the general of his power.

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

As Pompey "maneuvers" outside the city, Caesar seeks to consolidate his hold on Rome. Atia throws a party to welcome Caesar home, while Vorenus throws one of his own to usher in his new life as a citizen businessman. Pullo's run of luck continues when he delivers Quintus Pompey to Caesar, who in turn returns Quintus to his father's camp, with an offer of truce he knows Pompey will never accept.

Caesar weighs Pompey's counteroffer against Antony's recommendation to chase down Pompey's vulnerable army. Vorenus is forced to reconsider his career choices after a series of business setbacks leave him with little income to support his family. A jealous Atia concocts a clever scheme to separate Caesar from Servilia. Pullo is recruited to tutor Octavian in the art of soldiering, but ends up learning a lesson or two from the boy.

When Caeser finds himself outnumbered by Pompey's legions, he asks Antony to join the fight. Marc Antony is having fun in his new political life while he ponders a counter-offer from Pompey. Atia urges Octavian to take another step toward manhood. Vorenus and Niobe try to bring passion back to their marriage.

Vorenus sees to it that veteran soldiers receives severance on behalf of Caesar, and is then invited along with Niobe to one of Atia's parties.

Pullo and Vorenus are now heroes in the eyes of the Roman rank and file because of their arena feats. This causes Caesar to bestow rewards to those he might normally punish.

Things pick up shortly after Caesar's murder. Octavian wants to keep his family from fleeing the city so he devises a plan. News of this makes Antony happy so he tells Brutus. Vorenus mourns Niobe's death but casts aspersions upon his children.

Cleopatra arrives in Rome to pay her homage to Caesar, and to seek legitimization for Caesarion. Egypt's queen causes further complications between Anthony and Atia, who still struggles with Servilia. Timon's brother arrives from Jerusalem. The death of Erastes throws the underworld, and Rome's river commerce into chaos, and Pullo and Vorenus step into the gap. Octavian and Anthony begin a long and bitter rivalry with a dispute over Caesar's will and sharing of power.

Following his naval defeat at Actium, Marc Antony returns to Egypt, where he and Cleopatra settle into a world of debauchery. Octavian tries to use Pullo as leverage to Vorenus to gain acess to the palace, but Vorenus stays loyal to Antony. Finally, it is Cleopatra who dupes Antony, saving her own life by sacrificing her honor. Ceasar Augustus triumphs in Rome.