Following the fight, Maximus meets his former servant Cicero (Tommy Flanagan), who reveals that Maximus's army remains loyal to him. They are camped at the port of Ostia. Lucilla, increasingly fearful of her brother's instability and incestuous desires, forms a plot with Maximus and Senator Gracchus (Derek Jacobi) to reunite Maximus with his army and overthrow Commodus. Commodus, however, learns of his sister's betrayal from her young son Lucius (Spencer Treat Clark) and forces her to reveal the plot by threatening the boy. Praetorian guards immediately storm Proximo's gladiator barracks, battling the gladiators while Maximus escapes. Hagen and Proximo are killed in the siege while Juba and the survivors are imprisoned. Maximus escapes to the city walls only to be ambushed by a cohort of Praetorian guards who use Cicero as bait, killing him as soon as Maximus comes out in the open.

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