With Caesar approaching Rome, Pullo and Vorenus lead an advance party to scout out the level of resistance they might meet. In Rome, Pompey Magnus must decide how to meet the forthcoming threat, even though Caesar seems to have only one Legion with him. To everyone's surprise, Pompey decides to stage a tactical retreat south with the intent to gather his forces and then re-take city. Romans are forced to take sides with anyone staying behind declared a traitor. As a result of the evacuation, Pullo and Vorenus find the city virtually deserted. Vorenus decides to pack it in and return to his home. Pullo on the other makes a quite interesting find of his own. Atia meanwhile takes decisive action when she learns that her daughter Octavia is secretly seeing her husband.