- A roman guard enters the cell where Maximus and Juba are, and orders Maximus to come with him.
- He's led somewhere where there's a fire, and his chains are removed. Lucilla emerges from a corner.
- Maximus's angry, and starts yelling at her, accusing her of being an assassin while also telling her that his family was crucified while still alive.
- She claims to know nothing, and says she wept for his family.
- He grabs her neck, and makes a snide comment, "As you wept for your father?" before she proceeds to talk about how she lives in fear.
- She's terribly afraid of Commodus, and she's trying to convince Maximus that she is not some go-with-the-flow sister.
- She's worried about her son, and she tells Maximus that earlier that day she saw a slave become more powerful than the emperor. The gods have spared him, she says.
- Maximus is unconvinced, given his situation.
- Lucilla goes on to tell him that Commodus has a lot of enemies, especially in the Senate. Will Maximus meet with Commodus' number one enemy in the Senate?
- This guy is a lot like Maximus—a man devoted to Rome.
- Maximus isn't convinced that he can do any good, and he's still really angry with Lucilla and the whole situation.
- She starts talking about how she once knew a noble man, a guy who loved Marcus Aurelius and "served Rome well."
- Maximus says that guy's gone, thanks to Commodus. Lucilla wants to help him.
- He says she can help him by forgetting she ever knew him, and by never coming back again.
- He calls the guard to come get him as she starts to tear up.