By 450 AD, Rome no longer commands the empire it once ruled, its emperors reduced to buying peace from the barbarian generals who now hold the real power. This episode, the twelfth in the series, follows three rivals climbing through the Roman military at once: Majorian, who becomes emperor; Aegidius, made his chief general; and Ricimer, a soldier of barbarian descent who controls both from behind the throne. Reenactments put faces to the intrigue as Ricimer eliminates anyone who threatens his grip, friends included, ending them at swordpoint rather than through political maneuvering. The film treats this scramble for control as a symptom of the empire's collapse rather than its cause, showing how a hollowed-out Rome had become a prize to be manipulated instead of a power to be feared. Streets, army camps, and barbarian settlements are recreated to place these three men inside the physical decay of the world they are fighting over. The episode ends with the puppet master still standing and the empire still shrinking.