43 BCE. Servilia's spy Duro has been taken into service at Atia's villa by Castor, Atia's lead male house slave, in exchange for sexual favors. Duro slips into Atia's kitchen where he secretly poisons the dinner stew being prepared by the cook. The cook is Althea, a female kitchen slave who thinks Duro's attention to her is because he is genuinely attracted to her. Althea secretly tastes the stew on her way to taking it to Atia's table and dies before Atia has touched it. Duro is captured by Castor and Atia orders her Jewish henchman, Timon, to torture him. Duro confesses to Atia, after several hours of torture by Timon and his men, that it was Servilia who had employed him. Timon takes Duro out into the poorer district and kills him but feels guilty. His guilt is further intensified when at home his brother Levi criticizes him for doing Atia's dirty work, and he unintentionally scares his children while arguing with Levi. Timon is later told by Atia to kidnap Servilia while she is praying at her villa. He brings Servilia before Atia, where she is brutally tortured by Timon and raped by his men in Atia's basement. After hours of torturing Servilia, Timon feels pity on her and frees her. The bloodied Servilia runs out on the streets while Atia asks why Timon set her free. Timon seizes Atia's throat in his hand, and tells her he's not an animal. He storms out, presumably without intent to ever return.

Meanwhile, Octavian and Antony's legions clash in the Battle of Mutina. After Octavian wins the battle, he sends his aide, Agrippa, to tell his mother and sister, Atia and Octavia. Agrippa arrives at Atia's villa and tells Octavia and Atia that Antony has fled to Transalpine Gaul and Octavian has won. He also begins to profess his feelings for Octavia, blurting out he would rather die than cause her unhappiness, but Octavia quickly changes the subject. Atia, meanwhile, is happy that both her lover, Antony, and son Octavian are alive.

With help and directions from Octavian, Pullo finds Vorenus, who had joined Antony's army at Antony's request, and tells Vorenus that his children are alive in a slave camp. Vorenus asks permission of Antony to leave his army in order to search for his children and Antony consents. On the way to the camp, Pullo asks what Vorenus intends to do with Niobe's son Lucius. Vorenus replies that for honor's sake, the boy must die. They arrive at the slave camp where they pretend the children are runaways belonging to Octavian in order to get access. They find Vorena the Younger first, who has been put to work in the kitchens. Vorenus embraces her before noticing Lucius, whom he seizes angrily, before softening and hugging the bewildered boy. He then discovers that Vorena the Elder has been forced into prostitution, at which point he kills the slave camp owner and leaves with all three children in tow.

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