Larry heads to Rome were the city is celebrating it's 2767th birthday. He looks at how the early settlement huts soon became a kingdom, and eventually a republic. He then heads to the Circus Maximus, exploring the earliest accounts of the foundation of the city and learning more about the legend of Romulus and Remus. He heads into the city's sewer system to look at how the first mud huts were constructed. Larry heads to a holy site to look at how signs from the Gods would be interpreted and heads to a archaeological dig.

Larry looks at Rome's 300th birthday in 400BC, conquering it's nearest neighbours, the Estrucans. Larry looks at the attack Rome came under from the Gauls in the battle of Allia, that lasted three years. The city survived, but only just and the leaders vowed to never come so close to destruction again. The Republic soon began a century of expansion. Larry then heads to Erice, where he discovers that the Roman expansion soon led them into another conflict, this time against the Carthaginians. He then heads to Tunisia to tell there story and how they came to despise one another and how their war came to a close with a Carthaginian genocide.

Larry looks at how during the mid-second century BC, Rome enjoyed the spoils of war - with a bounty of slaves, treasure and art coming into it's republic. But not everyone reaped the benefits, with a ever-widening gap between the poor and the privileged. He looks at the history of Tiberius Gracchus, a man from Rome's elite ruling classes who began championing the rights of the common citizen farmer. He goes snorkeling in the submerged ruins of Baiae, looking at how farming oysters led to developing Rome's famous central heating system - the hypocaust. He also visits Settefinestra, were farmers soon found themselves landless and forced into a life of poverty.

Larry uses Caesar's memoirs as a guide to follow the extraordinary journey he made from a bankrupt junior public official to the general who conquered Gaul, through to his assassination. He looks at the history of the man, right back from his humble beginnings on the Channel Island of Jersey, which once was the Northern Edge of the Roman world. Larry then heads to Alesia, in Central France to look at Caesar's most decisive military victory. He retraces Caesar's campaign here, using infra-red technology. In Rome itself, Larry looks at what led Caesar into making the decision to cross the Rubicon and declare civil war with the Republic. Both friends and enemies of the leader were opposed to the civil war and plotted to assassinate the leader. Larry reflects on the mans life and how Julius' work opened the way for a new age of emperors known as Caesars.