If you're looking to turn in early on Sunday nights this fall, HBO's limited series Rome, a $100 million BBC co-production premiering this Sunday night at 9 p.m. ET and running for the next 12 weeks, may be just the ticket. Of the six episodes that were released for press review, half a dozen put me to sleep by the end of the hour. It was a gentle, lulling slumber, punctuated with faintly overheard scraps of dialogue from one of the show's copious banquet scenes ("More tench? A dormouse, perhaps?") or Senate-floor debates ("Caesar will have to accept or refuse the terms, because Mark Antony will immediately use the tribune's veto!").

"You are getting sleepy ... very sleepy ... "

We begin in 52 B.C., during the power struggle between Julius Caesar (Ciarán Hinds) and Senate leader Pompey Magnus (Kenneth Cranham) for control of Rome. Caesar is the more popular leader among the Roman masses, but he's been at war in Gaul for eight years, and Magnus has begun to turn the nobles in the Senate against him. A livelier subplot concerns the alliance between two members of Caesar's legions: an upstanding prig named Lucius Vorenus (Kevin McKidd) and the brawling drunkard Titus Pullo (Ray Stevenson). When we first meet them, Vorenus is having Pullo flogged for breaking battle formation. But in the course of an expedition to rescue Octavian (Max Pirkis), Caesar's great-nephew, from barbarian kidnappers, the two soldiers become unlikely friends. The stories of these two plebs will intersect with many of the great moments of Roman history, Forrest Gump-style.

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The Caesar/Magnus strategy scenes are as dull as a conjugation chart of Latin verbs, but as soon as the scale shifts from military history to domestic life, Rome perks up a bit. When Vorenus returns from battle after eight years in Gaul, his wife, Niobe (the gorgeous Indira Varma), presents him with a baby that, she claims, belongs to their 13-year-old daughter—so why is Niobe suckling the child in secret? While Vorenus obsesses about his wife's suspected infidelity, Pullo rages around Rome like a frat boy on spring break, picking bar fights, sampling the wares of brothels, and, in one unforgettably disgusting scene, undergoing some crude, unanesthetized brain surgery. The point of this scene, like many others that stress the discomfort and poor hygiene of everyday life in Rome, seems to be twofold: to skeeve viewers out while giving us a lesson in material history.

It takes several episodes to start distinguishing the main characters from one another: There are so many pretty women with long curly hairdos and togas, and craggy men with short bangs and leather breastplates. But the show does have one standout character, the Joan Collins of the Roman Empire: Atia (Polly Walker), the power-mad mother of young Octavian (who will grow up to be Rome's first emperor, Augustus Caesar.) Atia is, in Austin Powers' immortal words, the village bicycle—everyone's had a ride. On the wall outside one Roman dwelling is a graffito reading "Atia Amat Omnes" (Atia loves Everyone.) She's as casual about seducing Mark Antony as she is about pimping out her daughter Octavia (Kerry Condon) to Magnus, and even encourages the adolescent Octavian (Max Pirkis) to offer himself up to his great-uncle Caesar, cooing, "How could his mistress compete with a soft boy like you?" In another scene, she watches approvingly as Octavian chokes down a plate of goat testicles, all part of her program to make him into a real man. Pirkis plays the emperor-to-be as a peevish, entitled little prick—a refreshing antidote to the usual image of Augustus (in Virgil's Aeneid, for example) as the peace-loving goody-goody of the Pax Romana.

For all its longueurs, Rome is a lovingly researched, well-made and well-acted costume epic, and audiences with a high tolerance for this sort of thing—anyone, for example, who made it through the summer-long crucible of TNT's Into the West—may enjoy spending from now until Thanksgiving catching up on their ancient history, HBO-style. Me, I'd rather read a couple volumes of Tacitus, or maybe just rent a DVD of I, Claudius and settle in for the fall.

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