The TARDIS lays on an angle at the bottom of the cliff, still in one piece but looking a bit more battered than usual. However, it looks as though it has been here for some time, covered as it is in weeds and shrubs.

Elsewhere, Ian rests with his eyes closed. But he is not dead; not even injured. He is resting. Shortly he rouses himself and eats a grape from the bunch in his hand. Nearby, the Doctor is watering some plants. Both men wear Roman robes. They are on the terrace of what looks to be a well-appointed villa, and they are very much at home. They have come here to rest after their adventures, but the Doctor still chides Ian for sleeping so late. Ian asks if Barbara and Vicki have gone down to the village. After a digression regarding aqueducts vs. pipes, the Doctor finally answers him: they have.

Vicki hurries down the path toward the village, anxious to get there before the market closes, but she must wait for Barbara, who is walking much more slowly. Vicki is irritated at all this leisure. She thought that they were going to have adventures in time and so far all they've done is sit around this village for a month. Even though they're learning what it was like to live in ancient Roman times, they're still miles from Rome itself and nothing ever happens here.

As they walk, however, they fail to see a man lurking in the bushes nearby. He sharpens his sword, but stops at the sound of voices. He lets the girls pass. Obviously, he is waiting for someone else, with no good intentions.

For a small Roman village, the market here is quite bustling. While men and women mill and shop, an old man plays the lyre to entertain all who'll listen. However, this last stop on the road to Rome also draws its share of unsavoury characters as well. Two slave traders, Didius and Sevcheria, enter the square and take a good look round. Didius is sure they will find nothing worth taking in this small place, but Sevcheria wants to look more thoroughly. This is the perfect place to find easy pickings, free from the "harassment" of trained legal inquiries, and they must add to the sorry lot of Gauls they currently have.

The two men do not take long to spot Barbara and Vicki. They are healthy-looking and stand out among the peasants. They watch as the women haggle with a cloth saleswoman. Barbara, in the true spirit of negotiation, tempers Vicki's enthusiasm to buy and walks away for a while to "think about" the price of the cloth. As they do so, Didius and Sevcheria approach the stall and ask the proprietress for information.

For the right price, the woman is a fount of information on the newcomers to the village. She tells them of the villa they are staying in and that its owner Flavius Giscard is away campaigning in Gaul. She tells them that there are also two men in their party, one old and one young. They sell the produce of the villa's gardens for money. She also tells them that the women said they are from Londinium.

This information has cost them excessively, but the slave traders know that healthy specimens of the hardy Brittanic race are worth a lot of money. They also appear to be unattached to anyone else in the village and will likely not be missed if they "disappeared". The two men leave the market square.

As they go, the lyre player finishes his concert and bids his audience farewell. He returns to the road, carrying his lyre and heading for Rome. He has not gotten far when the man in the bushes leaps out and grabs him. The old man is no match for his assailant and is swiftly killed. Making sure he is not seen, the assassin races away, leaving the body hidden in the brush beside the road.

Later that evening, the time travellers enjoy a wonderful meal of roast peacock and ants' eggs in honey prepared by Barbara. Both she and Ian are concerned about the TARDIS and wonder if they shouldn't go and check on it. But the Doctor assures them it is quite safe where it is and unless they are planning to leave in it right away, there's no reason to climb down to where it is. The Doctor also lets slip that he's planning on going away for a couple of days. Vicki doesn't blame him as this villa life is quite boring, but Ian and Barbara are concerned about this abrupt change of plan.

As the Doctor sets about collecting provisions for his journey, Ian asks where he is going. He says he is going to Rome. Vicki is ecstatic when the Doctor agrees to allow her to come along. However, he refuses to bring the others. Ian and Barbara question the safety of splitting up, but the Doctor takes this as an insinuation that he cannot take care of himself and becomes quite cross. If they want to go to Rome, they shall have to find their own way. He and Vicki are leaving immediately.

Once they are left alone, Ian and Barbara settle back into the domestic routine of the last month, actually glad of the chance to rest here a little longer. While Barbara sets about restyling Ian's hair to make him look more Roman, Ian worries about what to do if the owner of the house should return before the Doctor does. They decide to return to the TARDIS in that event, just as Barbara finishes grooming him. Ian is pleased with the result and tries out some lines from "Julius Caesar". Barbara has created a monster.

Elsewhere, Didius finishes feeding his captured slaves. He thinks the food perhaps a waste; this lot isn't terribly healthy and may not last until Rome. Sevcheria wants to set out tonight, but first they must get the four people from the villa. They grab up their swords and head out.

At the villa, Ian and Barbara are having a nightcap and lounging idly on the terrace. Both are somewhat drunk already. Ian fetches another drink for both of them, somewhat put out that there's no refrigerator for ice. But, as he settles back, Ian hears a noise nearby. Shortly, Didius and Sevcheria burst onto the terrace, swords drawn. They are disappointed to find only 2 of the occupants at home. Ian thinks this could be the house's owner returned and offers to explain. When this is clearly not the case, Ian attacks Didius and knocks him down. Sevcheria jumps on him and soon Ian is beset by both men. Barbara, trying desperately to help him, grabs a nearby vase and tosses it, but her aim is off and it hits Ian instead. He is stunned and falls to the ground. Sevcheria grabs Barbara and carries her off while Didius deals with Ian.

Meanwhile, the Doctor and Vicki are on the road to Rome just outside the village. The Doctor stops to look at a statue by the roadside, but his eye is caught by something in the bushes. He investigates and finds the body of the old lyre player. He is sure it was murder and it seems unlikely that robbery was the motive as his lyre is still beside him. Vicki recognizes him from the market square and wants to try and help, but the Doctor knows they shouldn't get involved.

But, as they turn to go, they see a Roman centurion beating about in the bushes with his sword on the opposite side of the road. He is clearly looking for something or someone. The Doctor addresses him, unaware that he still holds the old man's lyre. The centurion admits he is looking for an elderly Corinthian lyre player called Maximus Pettulian. He believes the Doctor to be that man and the Doctor is loathe to admit he is not.

Assuming that this is Maximus, the centurion explains that he was expected in Assysium yesterday. When he did not arrive, search parties were sent out as all roads to Rome are dangerous these days. Emperor Nero is very concerned for his safety. The Doctor is excited at the prospect of seeing Nero's court firsthand and so decides to play along with the ruse that he is Maximus Pettulian. The Doctor also hopes to find an answer to the death of the real lyre player. Vicki is worried that the Doctor will not be able to carry off the deception, but the Doctor is determined to see it through. All 3 head off for Assysium.

On the way to Rome, Sevcheria and Didius run across a slave buyer and conduct a private bargaining session. The man is most interested in "the British woman", but Sevcheria knows she will fetch a high price at the slave auction in Rome and will not even discuss selling her. However, the man needs 3 "replacements" urgently and continues to bargain.

Outside the tent, Ian and Barbara work at their chains, trying vainly to free themselves. Ian is determined to succeed, but Barbara seems to lose hope. As a history teacher, she knows well what happens to Roman slaves. On top of that, what happens if they do escape but can't get back to the TARDIS before the Doctor. They could be stranded here forever. Ian redoubles his efforts to break the chains, but must stop when Sevcheria and Didius bring their buyer to claim his merchandise. He chooses two nondescript men and Ian. Ian struggles as his bonds are loosened, but cannot get free. Ian promises to find Barbara in Rome, no matter what it takes, but his new "owner" tells him that he is going far away from Rome. He marches the men off, leaving Barbara to struggle against her bonds and call out after Ian.

At an inn in Assysium, the centurion who found the Doctor and Vicki waits in a deserted corner. He paces, appearing quite angry. Soon he is joined by the man who killed the real Maximus Pettulian - a mute assassin called Ascaris. The centurion is furious because he went looking for Maximus' body, only to "find" him still alive and on his way to Rome. Ascaris tries to protest that he did as he was bidden, but he is mute and cannot make himself understood. Ascaris is certain he will be killed for his supposed failure, but is relieved when the centurion offers him a second chance. "Maximus" is lodged in a room upstairs. Ascaris must kill him this time or face his own death.

Luckily, the Doctor concludes his reverie about lyre playing and gets up just as Ascaris lunges at him with his sword.

The Doctor knocks the blow away with his lyre and then goes on the attack. Poor Ascaris doesn't know what hit him as his intended victim quickly mops the floor with him. Chuckling with glee, the Doctor confuses and confounds the man, dousing him with water, breaking a vase over his head, and flipping him over with a deft karate move. Vicki enters at just this moment and acts quickly, grabbing another vase and lunging at Ascaris. With nothing else for it, the hopelessly frightened Ascaris dives out the window to save himself.

Unexpectedly, the Doctor is cross with Vicki for ruining his fun. He was all ready to administer "the old one-two" to finish the man off himself. However, the Doctor is pleased at his success, glad for a change to use his brawn rather than his brain to defeat an opponent. It takes him back to the time when he used to teach the Mountain Mauler of Montana how to fight! Vicki is reduced to gales of laughter over this.

Tired out, the Doctor is ready for bed, but Vicki is concerned over this latest incident. She had come to report that the centurion who found them on the road has disappeared. The Doctor explains impatiently that it was obviously the centurion who hired the assassin to kill Maximus, which is why he was on the road in the first place. He was looking for the body. Neither the assassin nor the centurion should trouble them again since both have twice "failed". He sends her off to bed for a good night's sleep, for tomorrow they continue on to Rome and a meeting with the Emperor Nero.

Barbara has already reached Rome, still in the clutches of the slave traders. She and the others are shoved into dank cells awaiting the coming slave auction. Barbara is put in with a Gaul woman who suffers badly from a lung ailment and extreme fatigue. She has been marching for 34 days. Barbara tries to make her comfortable. The woman asks about Ian, the friend Barbara insists will be coming to rescue her. She wonders how he could possibly find her here. Barbara says she is sure he will, but privately she is less confident.

At that moment, Ian is far from Rome, working as an oarsman in a galley travelling along the coast. He is chained to his oar along with dozens of other men. He has been there for 5 days. On a rest break, his partner Delos spots land on the horizon. If they can just get free of the sadistic galleymaster and unchain themselves, they should be able to swim to shore. Delos pretends to be dead, but lunges for the galleymaster's keys when he approaches. However corpulent and lazy he may look, the galleymaster is used to such tricks and pulls away. Unfazed, he orders them all o work again, beating time relentlessly on a drum.

Back in Rome, Barbara tries to get her cellmate to eat, refusing her own portion to help the other woman regain her strength. But the woman will not eat. Barbara becomes aware of a man staring at her through the cell bars, watching her ministering to her cellmate. She tries to ignore him, but he insists he is here to help her; help her get out of this cell, but not to gain her freedom. He can only help her if he buys her. Barbara, repulsed by the very idea, will not listen.

They are interrupted by Sevcheria, who notes well the man's interest in her. The man offers to buy her before the auction, but Sevcheria won't hear of it. She will fetch a high price in an open auction. The man, whom Sevcheria calls Tavius, stalks off in anger. Sevcheria gives Barbara a new dress so she will look her best at the auction, but there is nothing for her cellmate. With her illness and fatigue, she would fetch no price at all on the auction block. She will instead be taken to the Arena to meet her fate...

Out at sea, a violent storm has erupted. Against crushing waves and wind, the oarsmen struggle with their oars. The evil galleymaster continues to harangue them to row harder, even as water rushes in and the sounds of splintering wood can be heard above. Delos fights off fatigue and pain. Suddenly a great wave crashes into the ship. The force of it topples the galleymaster from his perch and the desperate oarsmen set upon him. All rowing stops and the ship lurches crazily. A beam falls from the ceiling, hitting several oarsmen, including Ian. Then chaos erupts.

The Doctor and Vicki finally arrive in Rome amid a bustling market square. Vicki is delighted, never having seen anything like it before. She wants to explore, but the Doctor is keen to present himself at Nero's court before nightfall. Vicki is still worried that his life is in danger, but the Doctor will not be deterred. They have been "summoned" by Nero and must appear. Vicki's attention is drawn by some crowd activity nearby and wants to take a closer look, but the Doctor knows immediately what it is and takes her away...just as the first slave is brought onto the dais for auction! The next one up is Barbara, who just misses seeing her friends.

The men in the crowd show their "appreciation for the merchandise" with loud hoots and calls. Barbara, particularly, draws a vocal response. Sevcheria ascends the platform and starts the auction, beginning with Barbara. With disgust on her face, she is forced to the front of the platform as the bidding begins with 500 cesterces. Sevcheria plays this up as a joke and asks for only "serious" bids. Barbara kicks out at Sevcheria and tries to run, but he grabs and holds her, much to the delight of the crowd. Citing this example of Barbara's "fiery spirit", he asks the men to double their bids.

First comes 2000, then 2500. But a voice from the back silences the entire crowd, offering 10,000 cesterces for Barbara. It is Tavius, the man who visited her in the cells earlier. No one can believe his bid, least of all Sevcheria. But one look into Tavius' eyes convinces him that this part of the auction is over. Barbara goes to Tavius.

Elsewhere, Ian has washed up on shore, face down in the sand. He gradually comes to, only to find a shadow looming over him. He rolls to protect himself, but it is only Delos, glad that Ian has awoke at last. Ian's memory is hazy and Delos must fill him in on the shipwreck and the attack on the galleymaster. Delos explains that he grabbed the key to free them from their oar and then everyone scattered. Both of them washed up here. Ian is grateful to Delos for saving his life.

Delos sets about removing the chains around Ian's wrists, smashing the bracelets with a rock until they bend. It is painful work. As he does so, Delos tells Ian they must be near Rome. Ian is delighted with this, and when the last shackle is off, Ian is ready to head directly to the city. Delos balks at the idea, but knows it's safer if they stick together and agrees to go with him.

Tavius brings Barbara to the household in which she will serve. It is large and opulent - Nero's royal household. Tavius explains that it was Barbara's selflessness in helping her cellmate that convinced him he must help her. Barbara protests that she was only doing what any other person would do, but Tavius rejects this. What she did was extraordinary. He is sorry that he cannot give her her freedom, but he knows that serving here at court as handmaiden to Nero's wife Poppaea will be much easier on her than any other fate that could have befallen her.

Barbara expresses her gratitude for Tavius' kindness, but she tells him she will not stay here. She will attempt to escape at the earliest opportunity. Tavius tells her that while he cannot stop her, if she does escape and is recaptured, she will be killed no matter what. He will be powerless to help and it does not matter to him either way. Barbara at last understands the gravity of her situation.

The two are interrupted by a messenger who tells Tavius that "Maximus Pettulian" has at last arrived with a young girl as a companion. They seek quarters and an audience with Nero. Tavius at first asks to have them brought in, but then changes his mind. Barbara has again just missed seeing her friends. He goes out to meet the new arrivals, planning to return shortly to instruct Barbara in her new duties.

In the entry chamber, the Doctor and Vicki wait. The Doctor is again reassuring her that his disguise is safe and she mustn't worry. They are met by a very shifty Tavius, who tells them in a whisper that there was "trouble" but that he's "dealt with it". The Doctor cannot make sense of this intrigue and before he can learn more, a herald enters and announces the arrival of Emperor Nero. Vicki is so excited she can barely contain herself.

But the spectacle before her is less than grand. Nero is overweight and blotchy, with a mad look about him. He enters gnawing on a chicken leg and greets his guests with a mighty belch. Although disenchanted by this person, the Doctor makes a move to introduce himself, an impertinence which draws the wrath of the egotistical Emperor. He is hard pressed to believe that this upstart is Maximus Pettulian, the famous Corinthian lyre player. He orders the Doctor to play on the spot.

Thinking quickly, the Doctor says he simply cannot play first in the presence of so accomplished a player as Nero himself and passes the instrument over. However, Nero only manages a short scale before handing the instrument back as "inferior". The Doctor plays this up, calling the scale a masterful "instant composition". Vicki plays along, asking if "Maximus" could possibly copy it. He does so, playing the simple scale exactly. However, Vicki proclaims it not as good, and the Emperor's ego is satisfied for the moment.

Nero has the imperial lyre brought to him, on which he plays another very simply series of notes. Then he hands it to the Doctor to try and copy him again. The Doctor says he would not presume to follow such an accomplished performance and suggests the beautiful lyre be taken immediately to Nero's temple. The impromptu "concert" is over.

But Nero is not finished with "Maximus" yet. He retrieves his chicken leg and then sends the Doctor off to get some food for himself and some lyre practice. They will play again later. Then he is off with a flourish. The Doctor is pleased with his escape from playing, but Vicki reminds him that he might not be so lucky next time.

Ian and Delos finally arrive in Rome, hiding in the shadows on the edge of the market square. It is late afternoon and the square is quiet. Delos suggests that their next move should be to find more respectable clothes so that they can move more freely. Ian agrees, planning to investigate the slave auction next as Barbara has most likely been sold already. When Delos shows some fear of this audacious plan, Ian reminds him he doesn't have to help out. But Delos is convinced that their luck will continue to hold if they stick together. Decided, they head off...running straight into the arms of two centurions!

Vicki and the Doctor reach a room called the "apoditarium", a place which Tavius mentioned earlier. Both of them think it better not to find out why Tavius wanted them to come here, but neither can resist the mystery. Looking round, they find hidden behind a curtain the lifeless body of the centurion who found them on the road to Rome. This must be the "trouble" that Tavius "dealt with", but what does all this intrigue mean?

Kicking and struggling, Ian and Delos are tossed into a cell by Sevcheria and the centurions. Sevcheria wonders why they are resisting; they should be glad to be here. At least they are alive thanks to him. Normally escaped slaves are put to death immediately. At least this way, they may have a chance to live, if they put on a good show in the Arena. With that, he is gone, leaving the two men to ponder their fate.

The next morning, life continues apace in the royal household. Nero is cranky and abusive to his servants and the Doctor and Vicki are summoned again by the shifty Tavius. He explains that he has disposed of the centurion's body and doesn't think that anyone suspects him. However, he feels that the Doctor should delay "his action" for a while until he is certain. The Doctor tries to weasel out of Tavius what "the action" is exactly, but he can't ask him outright without giving himself away. Then Tavius is off, promising they will speak later.

Concerned over this whiff of conspiracy, the Doctor decides that he must get to the bottom of it as it now directly affects him. Satisfied that he can take care of himself, Vicki is ready to go off on her own to explore the palace. The Doctor warns her not to go outside, to stay away from this intrigue, and not to interfere in history. They are here as observers only. Vicki grudgingly agrees as they separate.

In his chamber, Nero frets over the upstart "Maximus" with his wife Poppaea. All the while, Nero's oafish servant Tigilinus creeps about trying to place a laurel wreath on the Emperor's head. Nero is upset that he can't seem to entice "Maximus" to play his lyre, but Poppaea doesn't seemed concerned. She thinks the Emperor's command should be enticement enough, but Nero feels he is a sensitive artist and cannot be commanded. Poppaea suggests holding a banquet in honour of Maximus' arrival in Rome, at which he can provide the entertainment. The Emperor accepts this idea and claims it as his own, then he crankily dismisses Tigilinus and puts on the laurel wreath himself.

Tavius enters the chamber for an audience with Poppaea, brining with him her new serving girl - Barbara. The Emperor is immediately smitten with the striking young woman and makes no secret of it as he lasciviously inspects Barbara. Angrily, Poppaea sends her husband on his way to speak to the Doctor. Nero cannot flee the room fast enough, stung by the harsh tone in his wife's voice. Tavius is also dismissed with a wave of the Empress' hand.

Poppaea's face hardens even more now that she is alone with Barbara. She has noticed her husband's attention to Barbara and she wants to make certain the girl knows that it will lead nowhere. Poppaea likes being Empress and will not be thrown over for a slave. Barbara wisely feigns ignorance of the entire subject. Poppaea orders Barbara to clear her breakfast things and then moves to the outer chamber. Glad that's over, Barbara sets about her task. She picks up a tray and heads for the kitchens, but she is stopped just in the hallway by Nero, who has been hiding like a schoolboy behind a column while waiting for her. He speaks like a child and beings chasing after Barbara, pursuing her down the corridor. Tigilinus tries to follow, as is his duty, but Nero tells him to go away.

When he turns again to go forward, Nero nearly runs into Vicki. She has just entered the corridor and found the Emperor, just missing Barbara again. Trying to look nonchalant, Nero spins around to get past Vicki and move forward, but he loses his balance and falls. Vicki must work hard to stifle her laughter. She backs into a nearby room to hide her face, only to be greeted by a hard voice from an even harder woman.

Meanwhile the chase continues. A breathless Nero hauls his bulk down the corridor at top speed, trying to catch back up with Barbara. He nearly collides this time with the Doctor, who also just misses catching sight of Barbara. Nero is out of breath and tries to speak to the Doctor, but he catches sight of a movement down a side corridor and puts him off for another time. The Doctor leaves, bewildered. Nero continues down a corridor until he realizes that due to the maze-like layout of the palace, his quarry has actually ended up behind him. He turns and chases her again.

Vicki has made the acquaintance of Locusta, a striking woman dressed all in black and working in a dark room of the palace. It seems she is the court poisoner, content with her job and the quality of her product. Vicki does not understand the nature and value of her service and Locusta must explain that she provides her wares for anyone who pays - she rarely knows or cares who is the intended victim. Revenge keeps her in business and she is happy to provide the traditional service.

Elsewhere, Barbara thinks she has shaken Nero off at last and returns to the Emperor's chamber to complete her task for Poppaea. However, Nero has only been delayed by the meddlesome reappearance of Tigilinus. He tracks Barbara to the chamber and sneaks up behind her. He wants a kiss and will not be refused. Barbara tries to appeal to his reason, but when that fails she tries again to run. Nero chases her round the bed, but she manages to get out when Nero runs into the Doctor, who does not see the girl Nero is chasing. Nero snaps at him to be gone, then resumes the chase.

The Doctor retreats from the chamber only to bump into Poppaea. The sounds emanating from the room are obvious and her face is set in anger. The Doctor beats a hasty retreat, as Nero seems to be "rather busy". Poppaea bursts into the room, just as Nero catches Barbara on the bed. Seeing his wife glaring at him, he lets her go and she topples onto the floor. Nero feigns surprise at Barbara's presence while secretly shooing her away. She scurries from the room under the wrathful eye of Poppaea. The Empress awaits an explanation. Nero turns petulant again, saying he has a headache and must lie down. For some reason, he explains feebly, that serving girl has been chasing him round all morning.

In the cellblock of the Arena, Sevcheria doles out meagre portions of food to the prisoners. Delos eats hungrily, but cannot get Ian to take anything. He is too worried about Barbara. In the cell next to theirs, a woman overhears Ian's name and beckons to him. It is the Gallic woman, formerly Barbara's cellmate. For a moment, hope flickers in Ian's eyes, but it is dashed again when the woman tells him Barbara has already been sold at auction. Where she is now is anybody's guess.

Later that day, Nero and the Doctor partake of a relaxing sauna. In fact, both are sound asleep in the steam when a servant arrives with freshly heated water. However, he miscalculates when he pours it out and splashes the hot water on Nero. With perhaps more vigour than is necessary, Nero leaps up screaming that he's been scalded. He calls guards and draws a sword, ready to kill the wretch right here and now, but the Doctor blocks his path. When the guards arrive, the Doctor takes over and orders the servant banished from Rome, sparing his life. The guards obey.

Shortly, calm is restored and the Doctor suggests they have their postponed talk. He asks if the Emperor is aware of any sort of intrigue going on at court, but Nero pleads ignorance. The Doctor refuses to reveal what he already knows and appeals to Nero's vanity in order to redirect him. Nero gets up to leave, mentioning in passing a banquet to be held tonight to which the Doctor is invited. In fact, it will be a splendid audience for "Maximus'" first concert in Rome. The Doctor watches him go, realizing the he must once again find a way out of playing.

Poppaea has wasted no time in deciding to rid herself of Nero's new favourite and any ambition she may have to translate Nero's affections into a marriage proposal. She goes to visit Locusta, the poisoner, and explains the problem. She brings 2 goblets, one of which is coated with poison, intended for the meddlesome slave girl. Locusta is to see it reaches the right person and Poppaea draws her outside to point her out. All the while, Vicki has overheard this from beneath Locusta's workbench, where she hid when Poppaea entered. She crawls out, looking concernedly at the 2 cups.

Meanwhile, preparations for the banquet are underway, Barbara joining the group placing the sumptuous foods on the tables. Locusta learns it is Barbara who is to be poisoned and she enlists one of the other servants to help her. Shortly, Nero arrives with the Doctor and Poppaea sends him in to the banquet hall to check on the preparations.

The Doctor rejoins Vicki, who has now escaped Locusta's workroom. The Doctor is cross that he hasn't yet uncovered the conspiracy he knows is afoot. The two of them comment on the feast to come, but Vicki is appalled to learn that the Doctor is to be the featured entertainer. Their cover will be blown for sure.

Nero deviates from checking the arrangements when he finds Barbara standing alone apart from the other servants. He orders her to close her eyes and receive a surprise. Reluctantly she does so and the Emperor slips a beautiful gold bracelet onto her arm. She is shocked more than pleased, but Nero insists upon a kiss as a reward. However a servant - Locusta's accomplice - comes up to them at this moment with the 2 goblets, now filled with wine. Nero shoos the man away, irritated, but Barbara grabs the goblets and offers a toast to Nero as an alternative reward for the bracelet. Before he can move in for the kiss, she raises her goblet and drinks the wine down.

Talking idly nearby, Vicki mentions that she might have poisoned Nero. The Doctor urges her to explain and she says she didn't see why some innocent slave should be killed so she swapped the goblets before they were delivered. Appalled, the Doctor stops her midsentence and runs off after the Emperor. He bursts into the banquet hall, just missing Barbara who has run off at an evil look from the jealous Poppaea. The Doctor stops Nero drinking and tells him about the poison. Nero is relieved that he has been saved from imminent death and sways against Vicki in relief. He only wishes he could get his hands on the person who tried to poison him. The Doctor quickly grabs a guilty-looking Vicki away from him and heads off to "practice" for tonight's concert. Nero gets an evil look on his face and beckons Tigilinus forward to drink from the goblet. The faithful servants drinks and dies suddenly and Nero has proof that the Doctor was right. He steps over the body of his servant and toddles off.

In his cell, Ian paces nervously. Delos tries to calm him down, but to no avail. Ian is already planning to comb the city to find Barbara once he gets out. Delos reminds him firmly that they have their own predicament to worry about - their upcoming appearance in the Arena.

In the palace, Barbara still lives, unaware how close she came to death just now. Poppaea is livid at the failure, unaware of Vicki's interference. She rails at Locusta, who protests her innocence. Poppaea will not listen and summons guards to take the former court poisoner to the Arena to die.

Later that evening, the banquet is in full swing with food and wine aplenty...most of which Nero is consuming by himself! Tavius approaches the Doctor and tells him that "everything is set for tomorrow" and the he should be ready, but he walks away furtively before the Doctor can get any more information. He is bewildered, but his mind is on other things as it is soon time for his recital.

Nero, assured by his wife that "the new girl" is being kept busy away from the banquet hall tonight, momentarily gives up his search for her and turns the guests' attention to the entertainment for the evening. The guests applaud the "great Corinthian lyre player Maximus Pettulian" as the Doctor takes centre stage. He tells the crowd that he will be playing a brand new composition in honour of Caesar Nero, but then tells them that the playing will be so delicate that only those with the most sensitive and perceptive hearing will be able to discern its melodious charms.

This done, the Doctor launches into his recital, employing an "Emperor's New Clothes" strategy. His hands move across the strings but there is absolutely no sound. Confused at first, the crowd soon realizes that no one wants to be thought "unrefined" and so pretend to hear the beautiful music. Even a misplaced sneeze from Tavius does not interrupt their enjoyment. Nero is the only one not fooled, but he also doesn't want to give himself away. Instead, as the Doctor finishes amidst a hail of applause, he storms out of the hall. Vicki congratulates the Doctor on his success and the Doctor congratulates himself for giving the idea to Hans Christian Anderson in the first place!

Nero stops in the hallway outside with the sounds of thunderous applause still drifting out from the banquet. He is livid, not only at the deception but at the strength of the applause. No one gets that kind of response but him! "Maximus" must pay for this insult. Slowly an idea comes to him and he is galvanized into action. He rushes into his bed chamber and tosses down his scarf and sceptre. Barbara is there, but he doesn't even seem to notice her at first. When he does, he gives her a message for Poppaea: he has gone to the gladiatorial school at the Arena. But he changes his mind abruptly and decides to take Barbara with him. He is angry and is more than ready to see someone hurt. She must join him.

At the "school", Ian and Delos are outfitted with all the accoutrements of battle. They have been chosen to provide Nero with his entertainment. They are to fight each other to the death. If they are lucky, the winner may be given his freedom. If they refuse, both of them will be killed instantly. This way, one of them may have a chance. Ian and Delos reluctantly agree, each promising to make a swift end of the other if it comes down to that.

Just before the battle begins, Nero tells Sevcheria to arrange for a special performance in the Arena. He plans to have "Maximus Pettulian" play there for all of the citizens of Rome very soon. And in the middle of his wretched performance, the lions are to be released to devour him. The very idea pleases Nero enormously. Barbara listens on in horror.

But her expression turns to one of surprise when she looks to the battlefield below them. There she spots Ian as he is brought out and she is shocked, calling out to him. He has little time to react as he and Delos are armed for combat. Nero orders them to commence, laughing maniacally as the two men clash. Barbara watches in horror. Ian manages to disarm Delos but does not move in for the kill. Nero is most displeased, but the action soon resumes as Delos picks up his sword.

But this time, despite his best efforts, Ian is defeated. He is not only disarmed, but helpless on the ground with Delos' sword poised at his neck. But Delos hesitates.

Delos is unable to kill his friend. Instead, he grips his sword and leaps onto the platform where Nero sits, intending to kill the Emperor of Rome. But Nero's guards are on him in an instant and soon there are more soldiers than either Ian or Delos can handle. Both men fight desperately, using all the weapons at their disposal. Ian even blinds two men by shoveling sand into their eyes with a shield. Nero hides off to one side, keeping a firm grip on Barbara and watching the fight with a growing bloodlust.

There are too many soldiers for Ian and Delos to defeat them all. Delos manages to kill one man, leaving an escape route clear and he calls to Ian. Barbara tries to break free of Nero to flee with them, but she cannot. She urges Ian to escape while he can. With a promise to return for her, Ian follows Delos out of the Arena.

Nero is mightily disappointed in his warriors, including Sevcheria. He knows they will not stand a chance of catching the fugitives running loose in the streets and so calls them all back. But the Emperor is sure that he will have another chance at them, as he knows they will come back for Barbara soon. And then they will be caught and killed. If Sevcheria is not successful next time they show up, he himself will die. To show he means business, Nero takes the sword from a soldier standing nearby and kills him with it, saying the guard didn't fight hard enough. Barbara is horrified at Nero's callousness.

Back at the palace, Poppaea still fumes over the upstart Barbara. Tavius joins her and she orders Barbara removed from the household immediately. If he does not, she will kill the girl herself. Tavius protests that he wishes to speak to Nero about this, but the Empress slaps him for impertinence and orders him to obey her.

As he returns to his duties, Tavius runs into Barbara, now returned to the palace. She is desperate to talk to him privately. She tells him about Ian and that it is time for her to go now. She also tells him that Nero plans to trap Ian when he arrives, most likely tonight. Tavius is actually relieved. Now he can appear to follow Poppaea's orders and secretly give Barbara her freedom at the same time. He promises he will do all he can to see that her friend can enter the palace undetected.

Momentarily relieved, Barbara starts to tell Tavius of Nero's plans for "Maximus Pettulian", trying to save an innocent life. However, her eye is caught by activity outside and all else is forgotten. An impenetrable cordon of guards is being posted outside, surely meant to trap Ian. He doesn't stand a chance.

In the market square, Ian and Delos stand by uneasily. It is still several hours until sunset and Delos thinks they should find someplace to hide out of sight until then. But Ian thinks it better to wait in the open, thinking that an opportunity to get inside the palace may present itself. This time, he is taking his cue from the Doctor this time - wading in and finding a solution right under their noses.

The Doctor and Vicki, unaware of the hubbub outside, while away the time by looking over Nero's plans for a new Rome to be built to his specifications. The Doctor realizes that it is June, 64 AD, the very time when Nero burns down the city of Rome. It must be very nearly time for that to happen.

Their speculation is interrupted by the arrival of Tavius, again acting shifty and conspiratorial. He is also more agitated than usual, having found out all about Nero's plans for "Maximus'" farewell concert in the Arena. The Doctor is a bit slow on the uptake, but does eventually realize that he must leave the palace soon. Tavius tells him that if he still intends to kill Nero, he must do so immediately.

Shortly, the entire conspiracy is out in the open. The real Maximus had intended to kill Nero and told his allies in the court. This was discovered by the centurion, but the Emperor himself was not informed. The centurion hired the assassin to thwart the plan. Maximus' allies in the court dealt with the centurion, but then were stunned when Maximus apparently arrived, safe and alive. The plan could still go forward as Nero was unaware of it. And now that they are warned of Nero's plans to kill "Maximus", they can thwart him before he can act. Pleased, Tavius bids farewell. With that cleared up, the Doctor is ready to leave, and he tells Vicki they must do so before nightfall.

Nero enters right on Tavius' heels. He is being smug and falsely cheerful, telling the Doctor he has a big surprise. When the Doctor "guesses" about the Arena concert, Nero is taken aback. When it becomes clear - through some excruciating puns - that the Doctor knows of the entire plan, Nero is livid. Worse yet, while the Doctor has been speaking, he has been standing with his back to the drawing table, glasses in hand behind him. The hot sun overhead has been focused through the glasses onto Nero's carefully drawn plans of New Rome and they have caught fire. Nero notices this and goes off the deep end. He summons guards and rages in evil detail a plan to have the Doctor devoured by alligators.

But as he grabs hold of the precious plans, burning all the while, the look in Nero's eyes changes and takes on an even deeper shade of madness. He has seen the light, literally. The Senate would not pas Nero's plans for the new Rome, but if the old one went up in flames, they would have no choice but to rebuild it to his specifications. It is a brilliant idea to the mad Emperor. He races off, still clutching the burning papers and extolling the Doctor as a genius. A genius! The Doctor uses this to compel the guards to let him and Vicki go. Luckily, they obey, and the Doctor makes plans to leave the city as soon as it's dark.

Nero, babbling in excitement, hares down the palace hallways. He encounters Poppaea and relates his mad scheme. She agrees with him that it is "brilliant" even though she knows her husband is mad. But when she asks about all the guards surrounding the palace, she learns of the imminent capture and death of Barbara and her friends and is more than pleased with her husband's madness. Nero races off, ready to begin his plan immediately. He must find someone to start the fires... tonight!

As night falls, Sevcheria checks the guards posted all round the palace, making sure all is in readiness. Barbara watches fearfully from a window, praying silently for Ian's success.

Meanwhile, Nero has sent guards into the city to round up citizens willing to be his "torch bearers". He is now impatient, wondering where they are. Shortly, they arrive - a wretched lot of the city's poorest men, all filthy and hungry - but mixed among them are Ian and Delos, who've joined the crowd just outside the palace. By keeping their heads down, they manage to avoid Sevcheria's watchful eye and get inside. All stand before their Emperor.

Nero stands up, grasping a jeweled bowl high over his head. Grandly and without a word, he pours it out at the feet of the men, spilling a fortune in gold coins on the floor. Stunned, the men do not move or speak. Nero casually tells them to pick the coins up and there is a mad scramble for the money. Ian is barely paying attention, giving the few coins he finds to Delos as he scans the room for a entry deeper inside. Nero promises the men even more money if they take torches and start fires in the tenements next to the Circus. They are to let nothing stop them until the entire city is in flames. Then he will rebuild from the ashes his new city, although he's not sure whether to call it Neropolis, Nerossysum, or just plain Nero! The men cheer him on.

During this speech, Tavius overlooks the crowd and sees only one man paying no attention at all. He leaves Nero's side and saunters around to speak to the man. It is Ian, as he suspected, and bids him follow. They disappear into the palace. Tavius simply figured this was the only way Ian could have gotten in and looked for him. Ian is pleased. Unfortunately, Sevcheria has realized the same thing and vows that Ian will not get out alive.

Ian and Barbara are shortly reunited, both relieved at finally finding each other. Tavius gives Barbara a heavy travelling cloak and then ushers them quickly out, whilst they still have a chance of escaping.

Outside the palace, the heavy guard has made it difficult for the Doctor and Vicki to get out as well. A guard is alerted to a noise in the bushes and finds them sneaking off. However, the guard has seen "Maximus Pettulian" in the palace and thinks nothing of their presence here. He returns to his post and the Doctor and Vicki go free.

Inside, the men light their torches, finishing just as Tavius returns with Ian and a disguised Barbara. They skulk at the back of the crowd as the Emperor exhorts the citizens to go out into the city and carry out his plan. With Delos to guide them, Ian and Barbara head out. Delos comes face to face with Sevcheria and thrusts his torch into the soldier's face. Sevcheria collapses from shock and so the fugitives can escape - Ian and Barbara back toward Assysium and Delos back to his home.

Tavius watches out a window. He cannot see her but he wishes Barbara luck on her journey. It is more than a wish - it is a prayer to God. Tavius' motives are now clear; he is a Christian in a pagan land, one of many newly born, clutching a tiny cross as he stares upward.

The Doctor and Vicki have come out of the bushes and onto the main northward road out of town. They are above the city now and can see it glowing red and yellow on the horizon. The sight takes Vicki's breath away - her first glimpse of a well-known historical event. However, she's concerned that all of the history books have gotten the story wrong all this time - forgetting to mention the Doctor's involvement at all. But the Doctor downplays his role, refusing to believe that this conflagration is his fault in any way - at least to her. Chuckling to himself, the Doctor joins Vicki on the road back to Assysium.

One thing the history books did get right was Nero's madness. He sits in his palace amidst the smoke and flames, laughing like a maniac. As for the fiddling, of course that is nonsense. He is playing his lyre instead.

The next morning, Ian and Barbara return to the villa, having travelled non-stop overnight. It is clear that neither the master of the house nor the Doctor and Vicki have returned while they've been gone. Even the remains of the vase which knocked Ian out are still on the ground. He had been wondering what hit him. Barbara is hungry and Ian tells her to check the fridge for leftovers. It takes her a moment before she realizes he's gotten her back for her earlier refrigerator joke. She retaliates by ordering him to clear up the remains of the broken vase; however she lets slip that she's the one who threw it and hit him, thus is responsible for all that befell them in Rome. He chases her round the terrace and nearly forces her head under a fountain before she gives up and agrees to clear up the mess herself. Safe once again, they share a smile and a joke at their seemingly ceaseless adventures.

That evening, the Doctor and Vicki return to the villa. Ian and Barbara have tidied up themselves, changed clothes, and eaten. They now rest in sound sleep in chaises on the terrace. To the Doctor's eyes, they have done nothing but while away the days in idleness all the time he and Vicki have been gone. Vicki begins a breathless account of their adventures, which Barbara tries to interrupt with their own. The Doctor stops them all, refusing to believe them. He is certain they've been resting so long that they can't wait to get back to travelling in the TARDIS. He wastes no time in herding them all away.

Ian and Barbara are quite put out that they are not believed, but agree that their story sounds pretty fantastic even for them. The Doctor's cranky voice floats them, urging the lazy-bones to hurry along. Ian grabs a goblet and pitcher as souvenirs, then he and Barbara take their leave of the villa.

Soon, the TARDIS is dematerializing from its precarious position and they are on their way again.

On board, Vicki finishes recounting the Doctor's adventures as Maximus Pettulian and it is time to end their Roman adventure. Barbara suggests they all change into proper clothes. Vicki asks where they will be going next and she learns to her horror that while the Doctor can work the ship, he can't seem to steer it properly. Their destinations are always a surprise...to everyone!