In their camp in Southern Italia, Pompey and the Senate's "generals"—Marcus Junius Brutus, Marcus Tullius Cicero, Cato the Younger and Quintus Caecilius Metellus Pius Scipio Nasica, are discussing the current situation. Caesar has marched on Rome and taken control of the city without meeting any form of resistance. Pompey has withdrawn to the south to muster his veterans, while expecting Caesar's force to desert him once the treasury is found empty and Caesar is left without money to pay his soldiers. But to their confusion, the team they dispatched to retrieve the treasury gold has not returned. Pompey's malevolent son, Quintus, enters after torturing a prisoner (the only survivor of the group sent to recover the gold) and delivers grim news to his father: the team turned on their leader, Pompey's man Durio, and attempted to take the gold for themselves, but were intercepted by Caesar's scouts (led by Lucius Vorenus and Titus Pullo) on their way out of the city. Quintus is convinced Caesar's men have kept the gold for themselves and Pompey sends him to Rome to find out for sure.

In Rome, Atia has already been receiving petitioners eager to court Caesar's favor, but is worried about Servilia's influence with Caesar. Atia plans a lavish dinner party with Caesar as the guest of honor.

Caesar petitions the Priests of Jupiter for a formal blessing on his endeavors, to legitimize his seizure of the city.

Antony offers Vorenus a post as a prefect on his staff, with a substantial signing bonus. Vorenus, believing that Caesar's actions are illegal, rejects the offer. He plans to start a business trading slaves and other imports from Gaul. He and Niobe host the traditional feast as a tribute to Janus, and their guests include local Aventine businessman Erastes Fulmen, Niobe's sister, Lyde, and her brother-in-law, Evander Pulchio. But things do not go well: Lyde, getting drunk, begins loudly berating her husband (knowing too well that Evander and Niobe had an affair while Vorenus was gone). In Niobe's rush to silence her before she lets something slip to Vorenus, the bust of Janus is overturned:an ill omen.

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