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- Marcus Aurelius's writing something from the confines of a tent.
- Maximus enters. Marcus Aurelius has sent for him.
- He asks Maximus why they're there, and Maximus says it's for the glory of the empire.
- Marcus Aurelius points to a map on the wall, and starts talking about how he's spent most of his reign expanding the empire and spilling blood.
- He's clearly reflecting on his legacy, and he's not happy with it.
- Maximus isn't happy about the things Marcus Aurelius has been saying. He and his men just fought their tails off for the glory of the empire, and now Marcus Aurelius's questioning it?
- Marcus Aurelius reveals that Maximus has never been to Rome (strange), that he's dying, and that he wants to know there was some purpose to his life.
- He gets more philosophical, talking about his legacy, and the "dream that was Rome," which could only be "whispered" (whatever that means).
- He then tells Maximus to whisper, and to tell him about his home.
- Maximus describes what sounds like a paradise: warm weather, fig, apple, and pear trees, a nice villa with a huge poplar on the property.
- After this little chat, Marcus Aurelius tells Maximus he has one more "duty" for him before he returns home: "I want you to become the protector of Rome after I die."
- Whoa. Protector of Rome? What about Commodus? This is a big, big deal.
- Marcus Aurelius wants power given back to the people of Rome.
- Maximus declines the offer, which causes Marcus Aurelius to plead all the more aggressively. The fact that Maximus doesn't want the power makes him the best wielder of it.
- Maximus doesn't understand Rome and her politics. Marcus Aurelius tells him that is also to his credit—he hasn't been corrupted by Rome's politics.
- Maximus asks about Commodus, to which Marcus Aurelius responds: "Commodus is not a moral man."
- Marcus Aurelius's adamant that Commodus not rule. Maximus asks for time to think it over, and Marcus Aurelius says he hopes by sunset Maximus will have agreed.
- Marcus Aurelius really wishes Maximus had been his son, and as the scene concludes he asks Maximus to embrace him as a son.