- "It won't work. The Emperor knows too much," Proximo exclaims to Maximus from the confines of his study/office/hangout room.
- Proximo looks outside at soldiers guarding the barracks, and says it's becoming dangerous for him.
- Maximus says he'll get paid on his return. Proximo is wary. What if Maximus doesn't return?
- After some comments about trust, Maximus says he will kill Commodus. Proximo plays devil's advocate.
- "Why would I want that? He makes me rich," he responds. He knows Maximus is a man of his word and that he would die for honor and for Rome and for his dead ancestors.
- At the end of the day, however, Proximo is an entertainer.
- He calls for a guard, Maximus makes to leave, but before leaving he turns around says to Proximo: "He killed the man who set you free."
- Proximo seems disturbed.