Maximus discovers from Cicero, his ex-orderly, that his former legions remain loyal. Lucilla, Commodus's sister; Gracchus, an influential senator; and Maximus meet secretly. Maximus will escape Rome, join his soldiers, topple Commodus by force, and hand power back to the Roman Senate. Commodus learns of the plot when Lucilla's son, Lucius, innocently hints at the conspiracy. Commodus threatens Lucilla and Lucius, and has the Praetorian Guard arrest Gracchus and attack the gladiators' barracks. Proximo and his men, including Hagen, sacrifice themselves to enable Maximus to escape. Maximus is captured at the rendezvous with Cicero, where the latter is killed.