Riding across a barren landscape in northern Greece, Cassius agonises over how they will continue to feed 100,000 soldiers, while Brutus is happy to see an infinite road of men. He's confident they will have no problem taking Octavian and his legions.
Far north in Rome, Mark Antony plots to surprise Brutus and Cassius by teaming up with Octavian and his forces. Scoffing at the obviousness of the strategy, Octavian insists they must kill Brutus and Cassius's most prominent supporters before their plans are revealed. Reviewing his list of targets, Lepidus looks up in horror. "These are among the finest men in Rome!" Maecenas reasons that the money of the noblemen will be useful, as Octavian hands the list to Agrippa with instructions to bring it to Vorenus, who will divide the names among the gangs.
As Antony adds a few additional enemies to the list, Atia interrupts to add one of her own – Jocasta's father. Octavia's friend is a bad influence, she says. "This is not a game, mother," her son scolds, but he reconsiders when he learns the father is immensely wealthy.
Back in the Aventine, Vorenus erupts at Gaia when he catches her putting makeup on Vorena the Elder, and orders his daughter to wash it off. Gaia turns on Mascius after he leaves, angry that he didn't stand up for her. "I like you," he admits, "But be careful, slave, I have my limits."
Vorena the Elder angrily scrapes off her makeup, then heads outside with her sister and brother, a slave chaperone in tow. Chasing after her siblings, she catches the attention of a well-dressed young man out by the docks. He casually wanders up to her to ask for directions. The chaperone quickly pushes him away, but not before he and Vorena share a moment.
With orders received from Mark Antony, Vorenus convenes a meeting of all the collegia men, assigning each captain a list. Their collective mission: to kill 80 per cent of the richest patricians in the city and to rob them of their fortunes. The question is how they will spend their "blood money," and Vorenus has a suggestion — the Feast of Pomona is coming soon, and he thinks they should return to the old custom of distributing fish and bread to the people, a gesture of goodwill that will change their image. "People used to come to the collegia for help - for justice," he tells them, sounding more like the senator he once was. "Money for marriage or funerals, extra grain." The men scoff – they're in the violence business, why pretend otherwise? "Whoever wins in Greece, wins Rome, and some kind of peace will follow," Vorenus explains. "The collegia must change or die." As the men stir in protest, he announces that the Aventine Collegia will honour Pomona - the rest of them may do as they wish. Memmio jumps in to support his plan, later explaining to Cotta that Vorenus is a "man of vision," and it's their duty to support him. But Pullo is suspicious of the endorsement, warning Vorenus that he doesn't trust the man.
