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- Inside the palace Lucilla's pacing. Commodus' voice is heard, and he asks where she's been.
- Commodus delicately shows what he knows, asking if Gracchus has a new lover and then saying, "I thought you'd seen him."
- Commodus is back on his destroy-the-Senate thing: "For the health of Rome the Senate must be bled."
- He implies that Gracchus will be executed before approaching Lucilla and looking at her very lustily.
- He starts talking about their father, who once said that life is a "frightful dream." He asks Lucilla if she thinks that's true.
- Commodus does, and he says Lucilla is the only one he has to share it with. She approaches; he puts his head on her shoulder, and then lies down on the bed with her.
- He starts touching her mouth, and acts like he's going to kiss her and her chest.
- He eventually just lies down. When it doesn't seem awkward anymore, Lucilla gets up and leaves.