The year is 52 B.C. Four hundred years after the founding of the Republic, Rome is the wealthiest city in the world, a cosmopolitan metropolis of one million people, epicenter of a sprawling empire. The Republic was founded on principles of shared power and fierce personal competition, never allowing one man to seize absolute control. But now, those foundations are crumbling, eaten away by corruption and excess. The ruling class has become extravagantly wealthy, with a precipitous decline in the old values of Spartan discipline and social unity. There is now a great chasm between the classes. Legal and political systems have weakened, and power has increasingly shifted to the military.

After eight years of war, Gaius Julius Caesar has completed his masterful conquest of Gaul, and is returning to Rome. He brings with him legions of battle-hardened, loyal men, unimaginable riches in slaves, gold and plunder, and a populist agenda for radical social change. The aristocracy is terrified, and threatens to prosecute him for war crimes if he enters Rome. The delicate balance of power lies in the Senate with Caesar's old friend, partner and mentor, Pompey Magnus.

Such is the situation when two soldiers of Caesar's 13th Legion, Lucius Vorenus and Titus Pullo, are ordered into the wilds of Gaul to retrieve their legion's stolen standard, the unifying symbol of Caesar's legion, setting off a chain of circumstances that will entwine them in pivotal events of ancient Rome. An intimate drama of love and betrayal, masters and slaves, and husbands and wives, ROME chronicles epic times that saw the fall of a Republic and the creation of an empire when it debuts SUNDAY, AUG. 28 (9:00-10:00 p.m. ET/PT), exclusively on HBO.

A co-production between HBO and the BBC, ROME is one of the largest co-production deals ever by the BBC for an American series, and marks the first series co-production of the two networks. HBO and the BBC previously partnered on the 2001 miniseries "Band of Brothers," which won six Emmy® Awards, including Outstanding Miniseries.

"You rarely see onscreen the complexity and color that was ancient Rome," says co-creator, executive producer and writer Bruno Heller. "It has more in common with places like Mexico City and Calcutta than quiet white marble. Rome was brightly colored, a place of vibrant cruelty, full of energy, dynamism and chaotic filth. It was a merciless existence, dog-eat-dog, with a very small elite, and masses of poverty. We see the same problems today - crime, unemployment, disease, and pressure to preserve your place in a precarious society. There's the potential for social mobility, if you're smart.

"Human nature never changes," continues Heller, "and the great thing about the Romans, from a dramatic perspective, is that they're a people with the fetters taken completely off. They had no prosaic God telling them right from wrong and how to behave. It was a strictly personal morality, and whether or not an action is wrong would depend on whether people more powerful than you would approve. You were allowed to murder your neighbor or covet his wife if it didn't piss off the wrong person. Mercy was a weakness, cruelty a virtue, and all that mattered was personal honor, loyalty to yourself and your family."

ROME was shot throughout Italy, with Michael Apted ("Coal Miner's Daughter," "The World Is Not Enough") directing the first three episodes. Additional directors include Allen Coulter (HBO's "The Sopranos"), Julian Farino (HBO's "Entourage"), Jeremy Podeswa (HBO's "Carnivale"), Alan Poul (HBO's "Six Feet Under"), Mikael Salomon (HBO's "Band of Brothers"), Steve Shill (HBO's "The Wire"), Alan Taylor (HBO's "Deadwood") and Timothy Van Patten (HBO's "Sex and the City").

Among the actors starring in the first season are Kevin McKidd ("Kingdom of Heaven") as Lucius Vorenus, Ray Stevenson ("King Arthur") as Titus Pullo, Ciaran Hinds ("Road to Perdition") as Gaius Julius Caesar, Kenneth Cranham ("Gangster No. 1") as Pompey Magnus, Polly Walker ("Patriot Games") as Atia of the Julii, James Purefoy ("Vanity Fair") as Mark Antony, Tobias Menzies ("Foyle's War") as Marcus Junius Brutus, Lindsay Duncan ("Under the Tuscan Sun") as Servilia of the Junii, Indira Varma ("Kama Sutra: A Tale of Love") as Niobe, Max Pirkis ("Master and Commander: The Far Side of the World") as Gaius Octavian and Kerry Condon ("Angela's Ashes") as Octavia of the Julii.

Rome was Created by John Milius and William Macdonald and Bruno Heller. Written by Bruno Heller, John Milius, David Frankel, William J. Macdonald, Alexandra Cunningham and Adrian Hodges.