| Church in Umbria - altar boy to Cardinal della Rovere adds poison to the wine before mass, before the cardinal completes the ceremony, Cesare looks up from beneath his hooded cloak. Della Rovere stumbles, and falls to the ground choking on the poison. Cesare issues a warning, that the Borgia are watching him. The cardinal is laying in his bed being attended to by nuns, who are hurried out by Cesare. Micheletto talks with the altar boy outside, pushes him under the water of the well and drowns him.|
Rome - chamber music playing, the pope sits by a woman in a bath and caresses her. She asks if she will become his mistress and he tells her no because Giulia is his official, and she is strict and jealous. The scene shifts to Giulia arriving at the palace foyer, and the pope's attendant alerts him to her arrival. Alexander hurries the woman out. The sound of a baby crying rises in the background as the scene shifts to Lucrezia nursing the baby. Rodrigo enters and tells her she must find a wetnurse soon. The pope takes his grandson out of the bedchamber, on his way to the audience hall to receive the French Ambassador. The ambassador complains that Prince Alfonso of Naples is still at large, and was accused of spreading the plague in his own city after he was ousted by the French invasion. The pope derides the French and king for not being able to control the situation, and for waking the baby.
Vatican Palace, the pope's private chamber - Rodrigo is joined by his sons, Juan and Cesare. The lighting is dark and the mood is sinister as he councils them that the time has come to seek vengeance on the papal families who betrayed him during the French incursion, and that the retribution will be devastating on the petty lords of the Romagna, especially the Sforza, who have proven enemies after the Giovanni/Lucrezia divorce fiasco. Rodrigo sternly tells his quarreling sons, "to triumph it will be as one, as family." He warns them not to fight one another, as it will undermine their success at controlling the papal barons. The scene moves to the weaponry rooms, where Juan is testing blades. Cesare walks in and they banter thinly veiled insults. They strike and duel, pulling a crowd and are cheered on in their violent skirmish until Micheletto cuts in and pulls them apart.
The woods - Giulia accompanies the pope on a deer hunt. They follow the quarry into an ancient Roman grotto covered in vines. They discover the frescoes and Roman sculptures in delight. Rodrigo proclaims that they must rpeserve these finds for the glory of the new Rome that will rise under his rule. The scene flashes to Cesare entering Lucrezia's chambers, he sweetly embraces her and they speak of the child's father Paolo, and the nature of forbidden love. She pines for him as Cesare seems to have a lingering overaffection for Lucrezia. The scene flashes next to horseriders galloping at breakneck speed toward Naples in the darkness of night. King Charles is lying in bed sick with Syphilis, and he curses Prince Alfonso and asks the doctor about the mummfied bodies of enemies collected by King Ferrante. The scene over Naples is one of devastation as two men speak while overlooking bodies strewn an the street and other burning on a pyre.
Vatican Palace, Borgia Apartments - The pope fondles the ancient Roman bulll, he calls "the Borgia Bull," while telling Giulia of his ideas to bring back the golden age of Rome. The pope calls for a grand celebration, to honor the finds and give the common folk some much needed joy. Giulia asks, "what then? would you give them bread and circuses?" To which he laughs and says "No, we would give them what is lacking in their lives...joy." He glances at the boy painting a mural nearby. Giulia takes note of his interest in the painter. The next scene shows the pope and Giulia in bed, he arises and seeks out the painting apprentice. He discovers the boy is a woman in disguise and leads her away, all watched by Giulia, who sees the object of the pope's romantic attention, and that it may turn his interest away from her.
Cardinals are gathered in the chapel - They discuss the pope's plan for the celebration, and Rodrigo reminds them when Cardinal Sforza complains about the cost that "the ancients knew what we seem to have forgotten - Rome is its people!" The pope states that the public festivities will include a horse race, music, feasting, and a masked ball. The scene moves on to Giulia and the apprentice "Vittorio" whim Giulia prods with metaphorical questions about the painter's picture of the bull lacking virility, much like the painter "himself." She warns her, that Giulia has her eye on her, and will use the secret knowledge of her womanhood as long as it suits her.
Naples - Charles tours the greusome parody of the Last Supper and notices the seat of Judas is empty - he then wildly exclaims this is reserved for the Prince Alfonso when he finds him. The French troops and their viscious dogs chase Alfonso down from his hiding place and bring him back to the castle. The prince is lulled into feasting with the king and is taken forcefully to the torture chamber to his fate, screaming as he is dragged through the castle halls.
Rome - the festivites are in full swing, dancing, music, drink, and the horse race all prove a diversion for the people of Rome. The horse race commences, and going neck and neck with Juan, Cesare is upended from his horse. Micheletto discovers tacks thrown by Juan, and gives them to Cesare. The scene shifts to the masked ball inside the palace walls, Giulia and Vanozza are dancing, and they talk about the need for, and advice in keeping the pope's affections focused on Giulia. Lucrezia and Cesare converse as they watch the dancers. Cesare throws the tacks under Juan and he wails and falls down, as Lucrezia and Cesare laugh at their brother's missteps. Elsewhere in the ballroom, the pope is flanked by his sons. He tells them that he is the god Janus this eve, symbolizing the role of the papacy: the pope has two faces, one looks to the future, one to the past. The great wicker effigy of the "Borgia Bull" burns in the square, as the commoners dance and make merrry outside. Inside, Vanozza councils Giulia to allow the pope his fancy, and let his gaze wander both ways (a pun on his Janus mask), but to ensure that one of his gazes falls on Giulia. Giulia later walks up to Vittoria, dressed as a man, masked as Vulcan, and gently leads her away.
Naples - the torture of Prince Alfonso continues, wailing and screaming fills the dungeons.
Pope's private chambers - Rodrigo follows Giulia and his new 'apprentice Vittoria into the bedchamber, curious, and sees them standing close, then they look at him.
Naples - King Charles delights in the sound of the chamber music, as it goes on against the wails of Prince Alfonso...as if the music itself was composed just for this moment.