- Gaius Octavian: You still fucking my mother?
- Timon: [laughs] Whenever she'll have me.
- Gaius Octavian: That explains your presumptuous familiarity.
- [after the defeat at Thapsus]
- Scipio: We should go.
- Porcius Cato: Where?
- Scipio: Utica's not far.
- Porcius Cato: Utica? What's there for us?
- Scipio: Food, shelter.
- Porcius Cato: I need neither.
- Scipio: Sleep, then.
- Porcius Cato: Sleep would be pleasant.
- [to Scipio, after being defeated by Caesar at Thapsus, while watching a wounded war elephant die]
- Porcius Cato: [distantly] They sleep standing up, you know. Elephants. On account once laid down, they... cannot rise again.
- Scipio: Cheer up. We live.
- Porcius Cato: We do, we live.
- Scipio: And where there's life, there's hope.
- Porcius Cato: I'm afraid if we've done anything, my old friend, we've disproved that proverb.
- Porcius Cato: Scipio, you have a tolerant spirit. I suggest that, if you can, you should try and make your peace with Caesar.
- Scipio: I shall do whatever you do.
- Porcius Cato: [chuckles] Oh, I wouldn't do that.
- [Cato commits suicide later that evening]
- [Vorenus, Pullo, and Niobe sit down to their last meal, while Erastes and his thugs are on their way to kill them]
- Titus Pullo: Good bread, this.
- Niobe: I bought the better kind. Hang the expense, eh?
- Newsreader: Parentalia begins on the Ides. Temples will be shut and no weddings celebrated. Public festivals shall be at the fifth hour on the circus. Wine to be provided by the Capitoline Fraternity, and cakes by the Guild of Millers. The Guild of Millers uses only the finest grains. True Roman bread for true Romans.
- Marcus Junius Brutus: I assure you mother; I am not proud of myself. Not proud at all. In lieu of a noble suicide you shall have to be content with that.