Rome

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.

Pompey attacks an outnumbered Caesar. Vorenus and Pullo are stranded at sea. Atia continues to seek out Servilla's friendship in order to ensure her protection, while Octavia and Servilla's bond grows.

Having pursued Pompey into Egypt, Caesar arrives in Alexandria and meets the boy king Ptolemy XIII, who offers the general a surprise gift. Vorenus and Pullo play liberators again, freeing Ptolemy's incarcerated sister, Cleopatra. Caesar seeks payment from Egypt for past debts, and ends up forging a strategic union to ensure his legacy.

With Scipio and Cato defeated, Caesar returns home to a hero's welcome. Vorenus and Pullo's showdown with local thug Erastes gets an unexpected reprieve from Caesar. Servilia's plan to use Octavia to unearth a secret about Caesar backfires.

Unanimously proclaimed Dictator by the Senate, Caesar pronounces the war over, and prepares for five days of feasting and games honoring his "triumph." No longer an enlisted soldier, Pullo eyes a pastoral future with Eirene, while Vorenus runs for municipal magistrate, with Posca's help. Meanwhile, Octavian retrieves Octavia from her self-imposed exile. And Servilia invites a revenge-minded Quintus Pompey into her home, to Brutus' dismay.

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.