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Liam McIntyre steps in to lead the rebels as Spartacus on January 27th when STARZ premieres "Spartacus: Vengeance" and says this time the action gets kicked up a notch with battles beyond the arena.

"Instead of one-on-one, which does happen occasionally, it’s army versus army, it gets bigger and bigger," McIntyre tells Fox411.

McIntyre replaces the show’s late star Andy Whitfield,  who died of non-Hodgkin’s lymphoma last September.  The actor acknowledges it makes his debut bittersweet.

“No actor wants to start by having another actor’s amazing opportunity have to move on to them… as happy as I am, I’m constantly reminded what a tragedy it is, it’s a shame," he said.

Although he says making the role his own as they continue the series is a tribute to the man who created this memorable part, “As much as I admired his work as a fan from watching before all this happened,  I think if I was to try to copy him,  it would have kind of felt like a shadowy impersonation, and would have just felt a bit average.  I think the thing for me was trying to honor the spirit he brought to the character, which I loved, just as a viewer.  And so, that was a fun challenge, in a way, of trying to honor this amazing legacy.”

McIntyre says he worked hard to prove he could get into gladiator form, “They’d seen me earlier on and I was super skinny for another job, and they went that’s not really one of history’s greatest gladiator’s shape. But they kept training me for like four months, and it was the most intense training I’ve ever thought about, let alone done.  And one day in January they said, you know what, you can have it.”

As for where things kick off in ‘Spartacus: Vengeance,’ picking up where ‘Spartacus: Blood and Sand’ left off, he says it’s all about Spartacus becoming a leader.

“At the end of Season One, it’s quite a triumph, he’s broken free with his rebels. Now he’s, at the very start, very literally on the run the Roman Empire, the Roman Republic.  Times are tough, it’s not quite the happy beginning. It’s 'I need food, I need shelter,' and he’s got a rebel gang to protect, it’s tough times.”

See what else he has to say as we chat with him "Face-2-Face" on Fox 411!