POWER PLAY.

HBO has become hostage to its own success. We now expect its dramas not only to make us feel--a trick that any scriptwriter can perform by giving a tot a limp or a dog--but, rarest of joys, to make us think. The corpse-eating pigs and baroquely obscene insults on "Deadwood," for instance, served an argument that democracy in America emerged as the by-product of ruthless men's determination to preserve their wealth--in other words, as a cost of doing business.

With "Rome," a co-production with the BBC which returns this Sunday for its second (and final) season, HBO seemed, at first, to wrestle with its own reputation. The show labored to shatter our preconceptions about the slow-motion civil wars that followed Caesar's crossing of the Rubicon; evidently figuring that the oratory of the Julii had been dramatized by everyone from Shakespeare to Guccione, the series' creators opted for a grimy, Hogarthian look at everyday Italian life--"Deadwood" in tunics. Of course, you can't prune every scenic cliche from a sword-and-sandal epic, and "Rome" had its enjoyable share of sly eunuchs, assassins' faces webbed with blood, legionaries in their clanking baldrics and cuirasses, and lounging nobles nibbling, in turn, on a fig and a sibling. Somehow, though, the show spent more than a hundred million dollars and neglected to film the sine qua non of the genre: a monstrous battle that leaves us aghast at the waste of life and money. And Rome itself appeared to be inhabited by about thirty-eight people and four ubiquitous chickens. Granted, Cecil B. De Mille went too far the other way--but why make history's mightiest imperium look like a farm in the Ozarks? At the same time, the series' visual style was less revisionist than revisiting--a refrigerator soup of Hollywood's past Lucullan feasts. A bout in the arena, featuring a chain-saw massacre's worth of spurting limbs, was straight out of "Gladiator," and the show's trademark panning shot, a glide past a moaning naked couple to a slave woodenly manning a fan, was pure "Caligula."

Yet by midseason the soft-core sex had largely fallen away, and the show found its subject: power. Not the most original take on Rome, perhaps, but one that the writers realized with increasing subtlety. The portly town crier (Ian McNeice) embodied the culture's ingratiating hypocrisy: in a staccato manner reminiscent of Fox News, he delivered bulletins celebrating the latest battle's victors and lambasting last week's heroes as traitors. Those who fell, fell hard. In the seventh episode, the defeated consul Pompey, dazed and suddenly bereft of his followers, scratched out troop movements in the dirt, trying to make Caesar's rout of his forces at Pharsalus turn out otherwise. "That's how the Republic died," he murmured.

The second season opens with Caesar dead on the Senate floor, and we plunge into the silky, brutal jockeying for succession. First to stake his claim is Mark Antony (James Purefoy). Antony is an ill-tempered sot, but you have to admire his balls, if only because he waves them about so in repeated nude scenes. Seeking to bully Cicero (an exquisitely diffident David Bamber), the conscience of the Senate, into proposing that he govern Gaul, Antony sits his reluctant ally down. Then he approaches, menacingly parts his tunic--and urinates onto a nearby plant.

CICERO (shrinking away): The Senate would know I was backing you only through--through fear of death., ANTONY: Oh . . . (mock dawning comprehension) Oh, I understand. You do not want to seem cowardly. Well, tell them I bribed you.

Cicero rises to the threat like a true Roman, denouncing Antony in the Senate: "You have brought upon us war, pestilence, and destruction. You are Rome's Helen of Troy." Prudently, however, he has a clerk read his remarks as he flees town in search of less barbaric allies.

Once "Rome" found its subject, the show's remaining issue--a perennial one for costume dramas--was which verbs would best summon it to life. What idiom conveys the glory that was Rome to a ...