I mean, it's not as if the acting is worse or the writing is worse or so. It's just that I found it rather depressing as just about every character did horrible things that made it rather hard to have much sympathy for them anymore, but then one might argue that's the reality of a civil war. Vorenus and Pullo get involved with what you might call the Roman underworld, Octavian obviously makes his grasp for power, wars with Mark Antony and pretty much becomes a tyrant. I wasn't too fond of them changing actors for Octavian, either, though I can see why it was necessary - where the first season only covers a number of years, the second goes from 44 BC all the way to 31, it's absurd enough that everybody else doesn't age but Octavian could hardly remain a short teenager like he was in the first season (though it has the odd effect of suddenly making him seem older than Octavia).

As far as things I enjoyed go, there's more of Cleopatra, more of the delightful James Purefoy as Mark Antony, and Livia and Agrippa are pretty cool - the former as essentially an evil scheming bitch, the latter as a simple man trying to do what is right while getting tangled up in Octavian's and Livia's games.