In the wake of their epic arena battles, Pullo and Vorenus have become heroes to the Roman rank and file, inspiring theatrical reenactments, murals and songs celebrating them as symbols of brotherly love and redemption.

Vorenus is still fearful that Caesar will banish him from the city, if not from the earth. He interfered with a sanctioned execution, after all, and against the emperor's express orders. To prepare for exile, he takes Niobe, the kids and servants to their land in the country, accompanied by a priest. They talk of building a farmhouse and living off the land like peasants, then christen the soil by making love - as the priest chants and the kids and servants watch.

Back in Rome, a bloodied and bandaged Pullo manages to escape from his hospital ward, winding up at Vorenus' villa -- much to the consternation of Eirene, who contemplates killing the man who murdered her lover. For his part, Vorenus appears grateful to have his old friend back, and agrees to shelter him while he recovers.

In the meantime, Caesar has boldly decided to overhaul the entire Senate, recruiting Gauls and Celts "from tribes that have served Rome the longest," further angering the old guard. And after decrying Vorenus' arena exploit as an act of "gross criminality," he shocks everyone by appointing his former soldier a Senator of Rome. He lays out his political calculations to a stunned Vorenus: "Were I to punish you, the people would be made extremely angry...If I cannot punish you, I must reward you, else I shall seem weak."

The appointment pushes Cicero to the edge. "A low pleb in the Senate? That's going too far...Build a temple. Kill someone. The people are easy to please. Not this." Caesar defends his actions by taking aim at the noblemen. "I wish the Senate to be made of the best men in Italy. Not merely the richest old men in Rome."

Brutus, having secretly turned on Caesar since their showdown over his exodus, now plots his demise with his mother Servilia, Quintus Pompey, Cassius and Casca. "We must act soon," Cassius insists. "Today he brings Gauls and Celts and low plebs. Tomorrow it will be Belgians, or Freedmen...We good noblemen will be outnumbered by foreign rabble. We will be degraded. Powerless."

They debate when and where to take him out, and consider killing him in his sleep--when he will be most vulnerable. But Brutus won't have any part of it. The murder must be committed on the Senate floor in daylight, and it must be committed by him. "This is not some cheap murder. This is an honorable thing to do!"

By striking on the Senate floor, they risk the wrath of the now-legendary Vorenus, who has been invited to shadow (and thereby protect) Caesar in the chambers. Quintus considers killing Vorenus as well, but Servilia knows better. "It is important we keep the people on our side...Only the tyrant dies."

On the eve of the planned attack, Servilia invites Atia and her family over for a visit, under the pretense of ending their estrangement. Despite her suspicions, Atia accepts. "Her rage amuses me," she tells Antony. "Who knows what the mad old turtle will do."

The next morning, Vorenus accompanies Caesar as he makes his way through the Forum with his men, and stops to exchange greetings with the people. Out of nowhere, Servilia's servant Eleni appears and pulls Vorenus aside. "I have news of your wife," she tells him, before cupping his ear. His face begins to fall.

Back at his villa, Pullo is telling Eirene his plans to visit a sacred shrine to ask forgiveness for all that he is done. He invites her to join him.

Across town at Servilia's, Atia and Octavian arrive with bemused smiles, as their hostess greets them warmly. She calmly explains why she has invited them. "It's important to me that I be the first to tell you what has happened."

In the heart of the city, on the Senate floor, Caesar works his way through the throngs of lectors and supporters, searching in vain for Vorenus. As he approaches his chair, Brutus stands close by, a knife barely hidden, paralyzed. He is trying to summon the courage to kill a man he loves. It is Cimber who makes the first move: he corners Caesar to ask whether he's reconsidered his brother's exile. When he is brushed off, he grabs hold of Caesar's toga and pulls it over his head. As Brutus remains frozen, Casca lunges forward and stabs Caesar in the stomach. This opens the floodgates; the other conspirators rush forward and stab wildly, as Cicero and the other senators flee toward the doors. With desperate strength, Caesar wrenches himself free from the men. Mark Antony tries to run to his aide, but his companions hold him back. Posca is clubbed from behind by Quintus Pompey. Caesar collapses to the senate floor in a fit of convulsions, and Cassius orders Brutus to make his move. As Caesar stares at him, blood and consciousness draining, Brutus stares back at his fallen father figure. He bends down and pushes a knife into his stomach, the final death blow, a wince of horror overtaking him.

"Thus ever for tyrants!" Cassius declares, raising Brutus' hand in the air. But by now the senate chamber is nearly empty.

Back at Servilia's, Atia and Octavian stare in shock as they take in her words. "So you see, the tyrant is dead," Servilia says calmly."The Republic is restored. And you are alone." Atia stands to leave, but Servilia continues: she intends to make the woman suffer. "Slowly and deeply, as you made me suffer."

Across town, an anguished Vorenus storms into his apartment and demands to see the young boy, "your son!" he yells to an ashen Niobe. "Tell me it's not true." Her face stricken, Niobe cannot respond. As Vorenus tears apart the apartment, smashing down the family altar, she slowly backs out of the room. He picks up a carving knife on the table, mad with rage and sorrow, and lifts it in the air as if to strike. Instead he collapses on a bench. Niobe backs onto the porch, sobbing. "The boy is blameless," she says faintly, before leaning gently backward to let herself fall over the ledge.

Along the Roman countryside, under a pristine sky, Pullo and Eirene walk up a grassy hill, oblivious to the horrors back home. With the light fading, she reaches over and takes his hand.

Back in Rome, Vorenus cradles Niobe in his arms, tears streaming as he kisses her lifeless face. The boy Lucius stumbles upon them in confusion, as Vorenus stares into his eyes.