Extremely ruthless and ambitious cardinal Rodrigo Borgia uses bribery to take advantage of the death of the current Pope and rise to the Papacy.

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Micheletto, Orsini's assassin is recruited by Cesare to defect into the service of Della Rovere who is trying to prove Rodrigo has taken on a mistress.

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Sultan Cem of the Ottoman Empire arrives at Rome. Cesare declines his brothers request of using Michelotto. The Pope tries to decide who is to marry his daughter.

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Rodrigo's children insist that their mother be invited to Lucrezia's arranged political marriage to a Sforza, but the Pope resists.

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Cesare Borgia takes the beautiful Ursula Bornadeo as his mistress and vows to revenge himself on her husband who has insulted his mother.

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In order to ensure a lasting alliance with Naples, the Pope betroths his 13 year old son to his bastard daughter while Della Rovere conspires in France.

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Della Rovere convinces the French king to invade Milan and is aghast at the slaughter while Cesare discovers the abbey where Ursula has retreated after her husband's death.

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Paolo helps Lucrezia and Guilia escape Sforza, but they are captured by advancing French forces as the Pope's cardinals flee Rome before King Charles' military juggernaut.

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The Pope disarms King Charles by promising his support for his Neapolitan claims, and wishes to annul Lucrezia's marriage on grounds of her husband's impotency.

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