`ROME' HAS BIG CAST BUT NO CHARACTER SHOW IN SECOND, FINAL SEASON.

Byline: - David Kronke

``Rome'' revels in the decadence and the rampant, luxuriant amorality of the era of Caesarean rule, and yet all the characters are played by some rather chilly British actors. It's the lustiest bunch of stiff upper lips -- or is that the primmest group of satyrs and sluts? -- that you'll ever see.

Season one of HBO's ``Rome'' cost a reported $100million and, despite some good reviews, didn't garner anything near the audience justifying such an expenditure. Nonetheless, ``Rome'' returns for a second -- and final -- season.

As tonight's installment opens, Julius Caesar has been assassinated, Marc Antony (James Purefoy) is scrambling for his life, and Atia (Polly Walker) -- who was Caesar's niece and a sometime Antony mistress -- has already blithely given her lover up for dead. Antony wants to flee, but when Octavian (Max Pirkis) hears Caesar chose him as his heir, he suggests they entrench themselves and concocts an impressively diplomatic resolution to the treachery afoot. But antipathy soon erupts between Antony and Octavian.

Meanwhile, Lucius Vorenus (Kevin McKidd) plunges into paroxysms of despair upon the death of his wife (whom he was going to kill anyway). His pal Pullo (Ray Stevenson), who has just married (his proposal begins, ``I know we didn't get off on the right foot -- killing your man and all''; his wife seems to get quickly lost in the thicket of story lines) rallies his friend, and the two are recruited to quell sundry rebellions and embark on a quest to locate Vorenus' children.

Like other HBO series such as ``The Wire'' and ``Deadwood,'' ``Rome'' is cluttered with characters, major and minor, and complex, interweaving story lines. Those shows, however, have no end of vivid, memorable characters whose plights engage viewers and keep the complicated chicanery reasonably easy to follow. ``Rome,'' on the other hand, features too many characters that, despite their debaucheries and peccadilloes, don't seem all that removed from any number of interchangeable costume dramas -- even Cleopatra (Lyndsey Marshal) can't tell them apart: ``Those uniforms you all wear, you all look alike,'' she opines.

Make no mistake: The money is on the screen; ``Rome'' is visually intoxicating, washing over the eyes with a constant stream of arresting imagery. Abject cruelty and hedonism has rarely looked so sumptuous.

In the end, though, ``Rome'' seems more a provocation, a prurient invitation to audiences to wallow in the spectacularly staged bad behavior. It's an endless flood of beatings, buggerings, exploitation of young male prostitutes, grubby men refusing to rise from their bed until they've been satisfied (and it doesn't matter by who) and lasciviously rendered torture scenes.

OK, point taken: ``Rome'' takes place in a time of extraordinarily conflicting behaviors. But to really get viewers involved, it wouldn't have hurt to feature a few more absorbing personalities.

ROME - Two and one half stars

What: Decadence, deception and death in the time of Caesarean rule.

Where: HBO.

When: 9 tonight.

In a nutshell: The ravishings are indeed visually ravishing, but there's a disconnect between the drama and the viewer.

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Atia (Polly Walker) and Marc Antony (James Purefoy) are just two in a huge cast of ``Rome'' characters that lack any real personality.