The French army marches into Italy and destroys the town of Lucca. Appalled, Della Rovere begins to understand the horror of war that he has put upon his beloved country. One of the next to crumble is Milan. Pope Alexander sends Giulia to Sforza's to learn what she can from Lucrezia.

Giulia finds the young Borgia is with child. Learning that Giovanni is ready to defect to the French side, Giulia convinces Lucrezia that they need to escape. Meanwhile, Florence negotiates for the French to traverse their territory, leaving nothing between Charles and Della Rovere’s army and Rome.