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36 million years ago, Late Eocene (Pakistan/Tethys Sea) Filming location: Florida

The second episode is set in late Eocene, when the polar caps froze over and drastically changed the Earth's ocean currents and climate. The first part of the episode explains how an early whale, Basilosaurus mates and how the world is changing into an ocean famine. On land there is an Andrewsarchus driven to the beach to feed on sea turtles. The narrator explains that Andrewsarchus, the largest land mammal predator ever to walk the earth, has hooves and is related to sheep, so it is, in a sense, a "sheep in wolf's clothing". Back in the ocean, a starving mother Basilosaurus is forced to hunt in the mangrove swamps of Africa, which will later become the Sahara Desert. Unable to catch a primate called Apidium due to a shark killing one of the primates and spooking the others, she is then hunting a lone Moeritherium. The Moeritherium crawls on to land, but in the mangroves, land does not last long. However the Moeritherium escapes and the Basilosaurus returns to the sea. The cast moves on to land where a herd of Embolotherium (identified as Brontothere) struggle to survive : one of their calves dies after birth and two Andrewsarchus feast on it but the mother Embolotherium drives them away because she has a strong bond with her offspring, even if it is dead. Back in the sea the mother Basilosaurus preys on a group of Dorudon and is successful. The episode ends with the mother Basilosaurus swimming with her newborn calf.

Animals: Basilosaurus · Andrewsarchus · Embolotherium (identified as Brontothere) · Dorudon · Moeritherium · Apidium · Physogaleus (identified as a shark) · Puppigerus (identified as a turtle)