| Rome, the Vatican. Juan Borgia arrives on horseback to the sound of trumpets as he is announced as the illustrious Duke of Gandia. He enters the reception hall where his father, mother and the cardinals are gathered. He kneels and offers a gift - a black panther, and introduces the conquistador Don Hernando de Caballos, his right-hand man in Spain. Juan offers the holy father a box filled with tobacco cigarros,of which the pope partakes as Lucrezia is bitten by the beast in its cage. Later, Juan and his father have a private talk about Juan's experiences in Spain, his loving wife Maria Enriquez de Luna, and that she is carrying his son. Juan proclaims his readiness to lead the papal army against their enemies, notably Caterina Sforza, the Lady of Forli. The pope gives his blessing, and says to Juan: "Knock the ***** off her perch." The scene ends with a shot of Juan having pain while relieving himself, due to a very obvious case of syphilis.|
Florence, Cesare and Machiavelli speak about the hovering children of God in the streets below. Machiavelli calls them "God's Children, ha...Savonarola's Vermin."
Umbria, church of the Dominican friars. Cardinal della Rovere and the elder friar discuss the news from Florence, that Savonarola's grip on the city is tightening, and his language is becoming more and more anti-papal and heretical by the day. Della Rovere warns the friar that this will only harm their cause, not help it, by giving the pope something to fight Savonarola with (excommunication and burning at the stake).
Vatican - Lucrezia teases her father about the cigarros, and seems to be warming to the marriage negotiations. Later, Lucrezia meets with Prince Calvino of Genoa who is introduced by his brother, whom she has her eye on. She gives Calvino a gift - the black panther, and walks away leaving Rafaello speechless and the pope exasperated. Meanwhile, back in Florence, Savonarola's minions are gathered as he preaches giving up the worldly vanities and sinful living. Paintings and jewels are piled on a great pyre to be set alight. Cesare notes that Savonarola is in violation of papal orders to cease heretical ranting.
Castle at Forli, in Romagna (north of Rome). The papal army assembles to lay siege to the great fortress, held by Caterina Sforza. Juan calls for the lady to surrender, she refuses. Don Hernando de Caballos by Juan's side, advises while he parlays. Caterina's young son, Benito, is taken hostage by Juan after he fell from his retreating horse, to be used as bait for Caterina's surrender. Juan tortures the boy in front of her as he calls out to his mother. Caterina stands firm, and knows it must be, because she does not give in to such demands, and at first doesn't believe he will actually torture a mere boy. Seeing that Juan is serious, Don Hernando questions the honor of such an act.
Florence - Cesare and Machiavelli discuss the news of Juan's siege of the Forli castle. Cesare hears he is not as successful as he should be, and simply says that he is sure, as a military man, Juan will find a way to succeed. Clearly he wishes to see his brother fail, an outcome most certain, so as to finally show their father who really should be at the head of the papal army. Savonarola's vermin are clamoring at Machiavelli's door asking him to give up his jewels and vanities to show his piety and escape the wrath of God. Later, he opens the door to them and gives them grief, but ends up parting with a stuffed owl. A painting by Sandro Botticelli is carried to the pile of art, jewels, and trinkets about to be set on fire by Savonarola. Machiavelli watches in horror, as the great mound of priceless books and art goes up in flames.
Meanwhile, back in Rome, Lucrezia's maid shadows prince Rafaello as he meanders through the market. Lucrezia arranges to 'bump into him' in the grotto or ruins by the stream, so she can make conversation. They talk about poetry and art, and move closer to share a kiss. Later, Lucrezia speaks with her parents, Vanozza and Rodrigo - telling them to finally sell her to the highest bidder, if she can't have her way and choose her husband. The council of her wise mother has finally paid off. Cardinal della Rovere and the novice, Antonello calmly speak of resisting the effects of the self-administered poisons, and that the boy is 'in a world of shadows, on the other side of life.'
Forli - the siege continues, though Caterina is confident her powerful cousin Ludovico Sforza of Milan will be there shortly to break the siege. She gives her man an order to shoot at Juan while he is vulnerable, he is shot in the leg only. In a fit of anger Juan chops a finger from the hand of her son, as he cries in agony, she stands firm even in the face of this utter horror. Later, Juan asks for her final answer, surrender or be dragged in chains to Rome deprived of her lands and estate after watching Juan kill her son. She replies, "God will be my judge, but I will never, NEVER bend my knee to the whoremaster of Rome! This is my answer, you can take my son. But do you see here?" as she lifts her skirts to flash her nether parts, "I have the means to produce ten more sons, and my men will hunt you down and send you to hell!" Juan orders his men to kill the boy, just as Ludovico's advancing army crashes in from the woods, and the archers let loose a rain of arrows on the besiegers. Juan's men fall by the dozens around him, and in the confusion he loses his captive, and makes a frantic escape as his army is crushed. Juan falls off his horse, and is seen running away, into the woods in total defeat.