Mark Antony is running Rome while Caesar pursues Pompey, but when news comes that the tide has turned and that Pompey now pursues Caesar, Antony must decide whether to stick by his old commander or turn against him. Pullo takes Octavian to a brothel; Atia attempts to mend fences with Servilia; and Vorenus and Niobe rediscover their intimacy, albeit briefly.

Caesar's fevered pursuit of Pompey takes him to Egypt, where he makes a terrible discovery. Determined to establish supremacy over the Egyptian court, he sends Pullo and Vorenus off in pursuit of a fugitive Cleopatra.