If HBO's series Rome were a woman, she'd have the hair of a goddess, one heck of a sexy bosom and an ancient curse at the ready behind an enchanting smile.

With its lusty story lines and chaotic, dirty and violent streets, Rome ain't your mama's sword and sandals epic, where high and mighty members of the Roman Empire appeared to reside in marble museums.

“When I first started looking into that period, the first thing that became very clear is that as much as we've seen ancient Rome a lot before, it's very rarely been done with a kind of commitment to accuracy,” says Bruno Heller, the lead writer of Rome, which begins its second season on HBO Jan. 14.

In reality, the Rome that's depicted in the series, from 50 B.C. to 30 B.C., was home to both grandeur for the aristocracy and squalor among the poor. Its streets teemed with life. Statues were often garish with color, and walls were flooded with graffiti that was sometimes lewd.

“We had to make it colorful and chaotic, vibrant in the way big cities are,” Heller says.

In Upstairs, Downstairs fashion, Rome tracks characters who range from slaves to emperors — engaged in everything from huge coronations to keeping quiet secrets that could destroy lives. The first season debuted to nearly 4 million viewers and went on to earn four Emmy awards, a DGA award and two Golden Globe nominations.

Season 1 ended with the death of Julius Caesar, and upcoming episodes recount the struggle between three factions all vying to control Rome after Caesar's murder. There's Mark Antony (James Purefoy), who had been Caesar's counsel. He's up against a strange, brainy youth named Octavian (Max Pirkis), who had been named by Caesar as his heir. And the third contender is one of the men who killed Caesar — a rather intellectually handsome Marcus Brutus (Tobias Menzies).

To tell the tale, HBO and its coproducing partner, Britain's BBC, created one of the largest sets in the world — five acres of back lot and six soundstages at the famous Cinecitta Studios in Rome (where a more traditional swords and sandals epic, Ben Hur, was also filmed). At the height of construction, some 700 people worked on the Rome set, recreating everything from the ancient city's crowded streets to a Forum that is 60 percent the size of the original.

Costume designer April Ferry had 4,000 costumes made for the first season, which debuted in 2005, and then turned around and ordered about 1,000 more for the second season's 10 episodes. A whole department focused on aging and dyeing fabrics and two separate teams of craftsman were devoted to metal work and leather work.

Because there were large gaps in the historical records, the creators of Rome didn't stint on dramatic license. For example, the two main characters, a couple of soldiers named Titus Pullo (Ray Stevenson) and Lucius Vorenus (Kevin McKidd), were mentioned very briefly in Julius Caesar's fifth book about the Gallic wars in France. “We just had their name and rank in the 13th Legion,” Heller says. “That was an advantage, in a way. It was tantalizing to have the names and nothing else.”

Rome strives for historical accuracy in large and small ways. A paunchy town crier — who delivers news about major battle victories and promotions from the local bakery with equal aplomb — was typical of the time, right down to the flowery language and strange gestures. So is the treatment of Roman slaves. “There were slaves that were thought of as members of the family,” explains Jonathan Stamp, the show's historical consultant. “They might have great learning and be very erudite. And others, on the bottom of the spectrum, were worked to death.”

Some of Rome's attention to detail — like the brutal fighting techniques in battle sequences — might have faint-hearted viewers running to the liquor cabinet for fortification. But the show's makers say what's shown isn't the half of it.

“To a degree, we've soft-pedaled the violence,” Stamp says. “It was much more violent than we could possibly show on television. The fact that Julius Caesar was killed on the Senate floor by his senators tells you how violent that society was.”

The second season won't be quite as violent as the first, whose gory scenes included an example of primitive brain surgery. However, “we do have an extremely ambitious battle sequence,” Stamp promises. “We've recreated what was the biggest battle of the ancient world, the Battle of Philippi.”

Ray Stevenson's Soulful Roman Soldier

How do you get inside the head of a soldier who was born more than 2000 years ago? That was the task at hand for Ray Stevenson as he played the role of the explosive Titus Pullo in Rome.

Pullo, more than any other character, pulls viewers into the world of the Roman Empire. He is a working class guy ruled by his passions. That leads him to free a beautiful slave, take the future emperor of Rome to a brothel to end his virginity, and kill a man who impregnates his best friend's wife. Which began its second season.

In preparing himself for the role, “the first aspect was to get my head around the fact that it was 2000 years ago — 1700 or 1800 years before any of what we know of as Judeo Christian culture,” Stevenson says. “But yet what I liked so much about him is that when he's away from the front line or his unit, he's in the same situation as any Gulf War soldier who comes home and has a heightened sense of life and death.”

In the new season, “you'll see Pullo grow, but not necessarily grow up. He still has all his reckless boyish swagger, but he garners more responsibility and respect,” Stevenson says. Pullo also must deal with the fact that his best friend, Lucius Vorenus, is fighting on the opposing side during a bloody power struggle.

Writer Bruno Heller says that in his original script the character of Pullo was much different than what emerged. “What Ray brought to Pullo was a real soulful intelligence and melancholic depth that transformed the character,” Heller says. “That's a mysterious process that, for a writer, is almost scary to watch.”