Brutus finally returns home where he is greeted by his mother, but her rather cold treatment leaves him baffled.
In Egypt, Caesar lands in Alexandria and is brought to the court of King Ptolemy XIII. He asks about the king's sister, Cleopatra, rebelling against the rule, but Prime Minister Ponthinus explains that she is not an issue. Ptolemy orders Pompey's head to be brought in and insults his memory, which prompts Caesar to react with fury and ask for the murderer to be shown. In the evening, the Roman dictator performs a funeral service and tells Antony to take half of the forces back to Rome while he remains to settle the local matters.
Vorenus and Pullo are sent to meet Cleopatra, while Caesar asks for the king's father's debt to be paid, the amount of which infuriates Ponthinus and Ptolemy. Even after lowering the sum, Caesar demands the conflict with Cleopatra to be dealt with. Commander Achilias sends his assassins to kill the princess, but Vorenus and Pullo follow them. The assassins come to Cleopatra's tent and are about to kill her before Pullo enters and slays the leader. He becomes convinced that she desires him, but Vorenus tells him to keep his own desires in check. Cleopatra desires to have a child with Caesar to strengthen her ambitions, but her handmaid Chariman decides that any Roman would suffice. She first invites Vorenus to the tent, but, after he refuses, the centurion summons Pullo, who is much more eager. After he returns, Vorenus tells him to keep his mouth shut about the affair.
Achilias sends Lucius Septimius to Caesar with a message that he's Pompey's murderer, and afterwards the centurion's head is mounted on a spike. Vorenus and Pullo smuggle Cleopatra into Alexandria and bring her to Caesar who instantly becomes smitten. She is escorted to Ptolemy's court where Ponthinus accuses the tutor Theodotus of being the orchestrator of the assassination, and yet two more heads are mounted on spikes. Vorenus and his warriors defend the palace from Cleopatra's enemies, and she and Caesar discuss the plans to take over Egypt, and then they lay with each other, while in Rome Servilia and Octavia do the same.
Several months later, Brutus meets Cicero in the Senate where they discuss the plans to stop Antony from assuming power if Caesar doesn't return from Egypt. Brutus tries to reason that they've given an oath, but the elder senator reasons it was given to Caesar, not to Antony. The tribune suddenly shows up in the building and lets Cicero know that he's heard rumors of the planned treachery and threatens to nail his hands to the doors if he goes through with it, also giving the news that Caesar is victorious in Alexandria.
In Egypt, Ptolemy's body has been dumped into the Nile, while Caesar and Cleopatra announce the birth of their son, Caesarion, with Vorenus and Pullo exchanging knowing looks with each other.
- Boyish Short Hair: Cleopatra and her handmaid both have short hair, as it was customary in Egypt to shave one's head and wear wigs.
- Brother–Sister Incest: Ptolemy is married to Cleopatra as customary for Egyptian rulers.
- Decapitation Presentation: Lucius Septimius, Ponthinus and Theodotus all get their heads cut off and stuck on spikes outside the palace gates.
- Didn't Think This Through: Ptolemy and his sycophants presumably believed that their killing Pompey and thus eliminating a rival of Caesar's would impress him. Instead, Caesar is outraged that a Roman official (one who had been no less than a consul), and an old friend of his, has been murdered and his remains desecrated.
- "It" Is Dehumanizing: Cleopatra refers to Ponthinus exclusively as "it", indicating his status as a eunuch.
- Karmic Death: Ptolemy treated Pompey's head without any dignity and courtesy, and his own corpse was unceremoniously tossed into the river, with no funeral rites.
- Mama's Baby, Papa's Maybe: Cleopatra doesn't wait to bed Caesar to bear a child from a Roman, instead using Pullo to impregnate her. Only a few people know this, with Caesar being none the wiser.
- Mass "Oh, Crap!": Ptolemy and his advisors react this way when Cleopatra strides into his throne room with Caesar backing her.
- Meaningful Look: In the last scene, Vorenus and Pullo exchange quick looks with each other, both knowing that the boy is Pullo's son, not Caesar's.
- Nice Job Breaking It, Hero: Vorenus acknowledges, and Caesar reminds him, that his letting Pompey go after Pharsalus ultimately sent Pompey to his death.
- No Badass to His Valet: Chariman isn't afraid to speak the truth to Cleopatra's face and even convinces her that opium is a weakness.
- Please Shoot the Messenger: Given that said messenger was carrying a message that named him as Pompey's killer, that's to be expected.
- Royal Brat: Ptolemy behaves like an absolute shit towards Caesar, dishonoring Pompey and treating previous arrangements without any courtesy.
- Undignified Death: Pompey's death is treated as this by Caesar.
- The Stoner: Cleopatra is almost constantly getting high on opium until Chariman convinces her that it's a weakness that has to be dealt with.
- Suddenly Shouting: Caesar absolutely blows up at Ptolemy for treating Pompey's head as a toy.Caesar: HE WAS A CONSUL OF ROME!
- Later, when Pompey tries to throw his weight around, Caesar does this again.
Caesar: His Majesty would do well to remember he is a vassal of Rome.Ptolemy: Vassal? I am no vassal! I am King, I am-!Caesar: SIT DOWN! - Time Skip: The last part of the episode skips several months towards the birth of Cleopatra's son.
- Undying Loyalty: Even with all of Cleopatra's seductive charms, Vorenus still can't bring himself to cheat on Niobe.
