- Proximo enters, with Maximus in tow. Lucilla's voice comes from off screen: "Leave us."
- Proximo exits, and then Lucilla ushers in Senator Gracchus.
- He says his presence is evidence that he (Maximus) can trust him. Gracchus can speak for the Senate.
- Maximus suggests Gracchus free him, and somehow get him outside the city walls so he can get to Ostia, where his army is.
- He will return with an army of 5,000 men within a matter of days.
- "This is madness," Gracchus exclaims. He will not trade one dictatorship for another.
- Maximus tells him the time for half measures is over.
- Gracchus is still incredulous, and asks Maximus what will happen next? Will he just leave?
- Maximus says he'll leave and hand the army over to the Senate. Gracchus still can't believe somebody would take over Rome and just hand it "back to the people."
- He asks him why he will do that.
- "Because that was the last wish of a dying man," Maximus responds. The "dying man" is Marcus Aurelius, of course.
- Maximus says he will kill Commodus, and leave the fate of Rome to Gracchus.
- Gracchus concludes by saying since Marcus Aurelius and his daughter both trust Maximus, he will trust him as well.
- He needs two days, and then he can buy Maximus' freedom. In the meantime, he (Maximus) needs to stay alive. Otherwise, Gracchus will be dead.
- He and Lucilla depart.