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.

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 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 farmer

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.