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- It's nighttime, and a group of hooded figures with torches are approaching a building.
- Inside the building Maximus is sleeping. Proximo comes in, and tells Juba to get out.
- Proximo tells him congratulations. He (Maximus) has "very persuasive friends." Sounds like Maximus has gotten his freedom.
- Lucilla enters, and tells Maximus that Gracchus has been arrested. They "must leave" that night.
- Lucilla's risking a lot, Maximus says, and she responds by saying she has a lot to pay for.
- She's tired of being strong (i.e. putting up with Commodus). Commodus hates everything, especially Maximus.
- This is because Marcus Aurelius loved Maximus, and so did Lucilla.
- They talk about their past as Maximus touches her face, and Maximus says she used to laugh more.
- She says she's felt alone all her life, except with Maximus. She must leave.
- They have a long, passionate kiss before she leaves.