FADE IN

A long shot of Palmyra, in the predawn light.

Ares and Gabrielle ride into view. The camera zooms in on them. Gabrielle is quiet, her look worried. Ares catches her look.

ARES:
     Worried about Haimon? Or Xena?

GABRIELLE:
     Both.

ARES (with false swagger):
     Well, Xena can take care of herself. Which is more than I can say for the boyfriend. (Off Gabrielle's dirty look) Well, I just mean--no one's like Xena.

GABRIELLE (sighs):
     I know.

CUT TO

The dungeon. Xena is sitting on a hard, stone bench under a small window high above. She's leaning back against the wall. She lets out a heavy sigh.

MAN (from the shadows):
     I didn't think our paths would ever cross again.

Xena perks up, hearing the voice and looks around. In a cell next to her, a man appears out of the shadows, gripping the rough metal bars of the cell. His face comes into the light and she recognizes him as Nymphidius, Livia's old teacher she met in What Separates Us in season 9.

There is a large bloody wound across his forehead and he seems to have been beaten a few times by the bruises on his face and arms, his hair matted and tangled from the dirt and grime.

Xena stands up, but only far enough until the leg-irons around her ankles keep her from moving too close to the bars. She squats down across from him, able to see him but not close enough to touch.

XENA:
     Nymphidius.

NYMPHIDIUS:
     Xena.

She looks at the wound on his head and frowns.

XENA (nods):
     You need to get that treated.

NYMPHIDIUS:
     I'll be okay.

XENA:
     How long have you been down here?

NYMPHIDIUS:
     I don't know; the days all bleed together. Why Zenobia hasn't executed me yet, I'm still not sure. I've seen many people come and go.

XENA (shakes head):
     She has to be stopped. This isn't about freedom for her people; it's about vengeance.

NYMPHIDIUS:
     If anyone can stop her, you can. (chuckles bitterly) If you can get out of here first.

XENA (grimly):
     Oh, believe me, I will.

CUT TO

Gabrielle and Ares are walking through Palmyra's marketplace. A cluster of people stand talking loudly and animatedly by one of the stalls.

WOMAN #1 (in her thirties):
     You should've seen it, the way she threw that round weapon and just cut the ropes!

Gabrielle and Ares exchange a quick look and stop.

WOMAN #2 (very young, no more than twenty):
     Well, about time someone stood up to Zenobia. Executing those people just because they're Roman? (shakes head.)

MAN #1 (an older man):
     Hush, now! (looks around) You've got to be careful what you say. She is the Queen.

WOMAN #2:
     I don't care! Ever since she's returned--

MAN #1:
     And besides, a lot of us suffered at the hands of the Romans, too. You're just too young to remember it!

WOMAN #2:
     Doesn't make it all right to go after people who never harmed anyone, does it? I'm glad they escaped!

GABRIELLE (comes closer):
      Excuse me. (the people turn to look at her nervously) You're talking about yesterday's execution, aren't you? They all escaped?

WOMAN #1:
     Yeah. This warrior woman just showed up out of nowhere--

MAN #2:
     They say she was ten feet tall!

WOMAN #1 (scoffs):
     She was not! I was there, and I tell you--

GABRIELLE (interrupts impatiently):
     And then? What happened to her?

The people exchange uncertain looks.

WOMAN #1:
      Disappeared into the crowd with the Romans, I suppose. Nobody knows.

MAN #2 (in his thirties):
      I heard Zenobia's soldiers caught her and took her to the dungeon.

WOMAN #2:
     No, they didn't!

Gabrielle looks back at Ares and they share an uncertain look.

GABRIELLE (quietly):
      We have to go to the palace.

WOMAN #1:
     What, you two know her?

ARES (conspiratorial wink):
     Yeah, we, uh--think she might be an old friend of ours. Lots of catching up to do. (to Gabrielle) Let's go.

They walk away as the people give them puzzled looks.

CUT TO

In Zenobia's chambers. Zenobia is standing with her cousin, Hairan. They are in another argument.

HAIRAN:
     You can't keep the Warrior Princess locked up!

ZENOBIA:
     And why not? She came here to defy me. As queen, I have the right.

HAIRAN:
     We can't afford to have Xena against us, not with everything else we're facing.

ZENOBIA (whips around):
     And what are we facing, dear cousin?

HAIRAN:
     There are a lot of people in the city who aren't happy about what you've been doing to the Romans.

ZENOBIA (angry):
     The Romans don't belong here. This is my home.

Hairan sighs and walks past Zenobia.

ZENOBIA:
     Where are you going?

Hairan stops but doesn't turn around.

HAIRAN:
     It is your city; you can do as you please--but you'll have to do it without me. (he turns to look back at her, sadness in his eyes) For your sake and the people's--I hope it's worth it.

When he is already near the door, there is a knock.

ZENOBIA (turns around):
     Enter!

Two guards walk in with Gabrielle and Ares.

GUARD:
      Your highness, these two insisted on speaking with you. They say it's urgent.

Zenobia frowns, recognizing Gabrielle immediately. She eyes them for a moment, then motions to the guards to go. The guards walk out.

ZENOBIA (coming closer):
      Urgent? Let me guess, you've come for Xena.

Hairan gives them a sharp look.

GABRIELLE:
      We came to warn you. (Zenobia cocks her head, intrigued) The Romans are on their way here with a legion.

ZENOBIA:
      And you know this how...?

ARES:
      We passed by a large camp on our way here. (sarcastic) I doubt they've traveled all this way to sightsee.

Zenobia stares at them.

CUT TO

The dungeon.

We see down the center of the two cells, the bar dividing the two cells in the center of the screen, Xena in the cell on the right, Nymphidius in the cell on the left. Both of them are sitting back against the wall.

NYMPHIDIUS:
     You know, I never did tell you before, but you've done well by your daughter.

XENA (turns her head, bitterly):
     I barely had any hand in raising her. How can you say that?

NYMPHIDIUS:
     I think of Livia now, and the best that was in her--her strength--I think I know where she got it. (Smiles a little) You were with her even when you weren't.

Xena looks down, moved and thoughtful.

XENA:
     I never thought I'd say this, but you did well by her, too.

NYMPHIDIUS (after a pause):
     I never did have a daughter of my own.

The door to the dungeon opens suddenly and Xena and Nymphidius jerk their heads to look. Hairan walks in, holding a key in one hand and a brown cloth bundle in the other. He walks to the end of the hall and Xena stands, coming as close to the bars as she can. She watches Hairan silently until Hairan reaches for the door and unlocks the cell.

He walks up to her and unlocks the chains from her hands and her feet, then drops the bundle on the floor; it unwraps, revealing her armor and chakram.

HAIRAN:
      Get your things. We're leaving.

Xena studies him for a moment.

XENA:
     Let me guess; Zenobia doesn't know you're here.

HAIRAN:
     Keeping you in here isn't right.

XENA (looks at Nymphidius):
     Keeping him in here isn't right, either. This man is my friend. I'm not leaving without him.

HAIRAN (urgent):
     You have other friends who are waiting. And if what they say it true, perhaps we can get all the prisoners released.

Xena exchanges a look with Nymphidius and he nods, as if to say he'll be all right.

CUT TO

The throne room. Zenobia stands in front of Gabrielle and Ares, her hands folded across her chest.

GABRIELLE (exasperated):
     Why would we make it up?

ZENOBIA:
      I don't know--to get me to release your precious Xena?

GABRIELLE:
      That's not--

ZENOBIA:
      She released prisoners who I had condemned to death.

GABRIELLE:
     For what? For being Romans?

ZENOBIA (mockingly):
     After all this time, you still believe the Romans are innocent. Very sweet of you, Gabrielle. Believe what you want. But I am the queen of Palmyra, and I will have this city cleansed of the Romans. And those who defy me will pay for it. Xena will stay in the dungeon--as long as I say she stays.

XENA (off-camera):
      Sorry to disappoint.

Zenobia looks up, and Gabrielle and Ares whirl around to find Xena, in full armor with sword at her back and chakram at her side, standing in the doorway. A few guards rush in and go to grab her by the arms but she gives them deadly stares and they back off.

Zenobia stares at her, surprised and angry, Gabrielle and Ares relieved and smiling.

Hairan walks around Xena and looks at Zenobia.

ZENOBIA (shocked):
      Cousin?

HAIRAN (firm but trying to hide his nervousness):
      If the Romans are coming, we could use her skills.

ZENOBIA:
      The Romans are not coming!

XENA:
      If you believe they wouldn't, you're not as smart as I thought you were.

Zenobia opens her mouth to speak when a guard walks into the room.

GUARD (salutes):
      Queen Zenobia, we have news. Romans have been spotted on the horizon. Scouts have confirmed that a Roman legion is on its way.

Zenobia turns and heads for the balcony. Looking out in the distance, she sees the glint of light reflecting off metal, flickering over the length of the horizon like little lights. Close up of her face as her expression reflects realization and uncertainty.

ZENOBIA (after a long pause while she regains her composure, she turns back to the guard with false confidence and cockiness):
     So what if the Romans come? I'll just stop them.

Hairan gives her a concerned look.

XENA (deadly serious):
      Like you did last time.

Zenobia is silent, caught off-guard.

ZENOBIA:
      I'm more prepared now.

XENA:
     Are you? You may be on a self-destruct mission but don't bring your people down with you. Believe me, you'll never forgive yourself.

XENA:
      I don't want to see this city, or its people, destroyed. So I'll help you stop them--on one condition.

ZENOBIA (raises an eyebrow):
      The Warrior Princess is giving ultimatums now?

XENA (serious):
      You release the Roman prisoners, and I'll fight by your side.

A pause.

ZENOBIA (shakes head):
      You think I need your help to win? You're not the only one out there with skills, you know. Just ask your daughter.

XENA (after a pause):
      So that's a no.

ZENOBIA:
     It's a no.

XENA (shrugs):
      Your choice.

HAIRAN (steps up, fervently):
      Don't be a fool, Zenobia.

Zenobia shoots him a quick, dark look.

ZENOBIA (to Hairan):
     You've chosen the way of a traitor. Now you'll face the consequences. (nods toward the guards) Seize them.

Xena, Gabrielle and Ares turn as several guards advance on them, forcing them into a fight.

Hairan gives Zenobia a disappointed look.

HAIRAN:
     You don't have to do this.

ZENOBIA:
     I wish I didn't.

CUT TO

Xena kicks one of the guards and knocks him down. She turns to see Ares and Gabrielle holding their own against the other guards, then turns to see a guard moving in to apprehend Hairan, grabbing him by the arms. She frowns, then rushes toward him, only to be met by the point of Zenobia's sword.

ZENOBIA:
     Face it, Xena, you can't save everyone.

XENA:
      I can try.

Their swords clash. She gets in a few good swings before finally pushing Zenobia to the side and when Zenobia swings again, Xena flips right over her to land behind. She turns, and engages the guard holding onto Hairan--she reaches for Hairan's arm and kicks the guard in the side. The guard draws his sword and tries to parry her blade but is at a disadvantage while he holds onto Hairan with his other hand at the same time. Xena knocks the sword from his hand and pushes him back and down to the floor. Grabbing Hairan's arm, she quickly pulls him away from the the guard and Zenobia.

ZENOBIA (annoyed):
      Guards!

Xena turns toward the door, hoping to exit with Hairan but several more guards begin to enter the room. She turns to see Gabrielle and Ares downing the guards they had been fighting and turning to look at her. Xena scans the room for a quick moment and then focuses on the balcony. She pulls Hairan with her.

XENA:
     Come on!

Xena runs toward the balcony, bringing Hairan with her. Gabrielle and Ares notice her intentions and follow. They all rush out onto the balcony; Xena looks over the railing to see the city square below, then quickly turns back as she sees Gabrielle, Ares and Hairan beside her and the guards advancing on them.

The guards begin to close in. Gabrielle, Ares and Xena get in a few good swings and kicks to push them back. As Gabrielle and Ares fight them briefly, Xena thinks, glancing around the room and then in a split second reaction, removes the chakram from her belt and tosses it. It ricochets across the room, past the startled guards, off the walls, a potted plant and a table before finally knocking into the large statue that stands at the entryway of the balcony--a bust of Vespasian on a tall pedestal. She catches the chakram and returns it to her hip. The pedestal sways and then finally topples over, landing on the floor blocking the guard's paths as they jump out of its way as it falls.

While the guards try to get past the statue, Xena runs back to the edge of the balcony, takes out her whip, ties the end to the railing and lets the rest of it drop over the edge. She gestures toward Gabrielle, then Ares. Gabrielle comes up and begins to climb down the whip, then Ares follows.

XENA (looks at Hairan, urgently, continuing to glance back at the guards to see if they have come over the statue yet):
     Come on.

After a long moment of looking at her and then at Zenobia whose arms are crossed in a very annoyed gesture, he shakes his head.

HAIRAN:
      I can't.

Xena's surprised. Just as the guards begin to move the statue out of their way, Xena gives Hairan one last look before grabbing the end of the whip and somersaulting off the balcony.

Hairan watches her, Ares and Gabrielle at the base of the palace, running off.

Then, the tip of a sword suddenly touches his neck. Pull back to show Zenobia standing behind him now, her sword pressed firm against the skin.

His face is of determination and fear as we.

FADE OUT

END OF ACT THREE