FADE IN

The interior of Xena's tent. It's night. Xena and Gabrielle are lying on their beds, across from one another. Xena is lying on her back, her hands tucked behind her head. Gabrielle lies on her side, facing away from Xena.

XENA:
     Gabrielle? Are you awake?

Gabrielle rolls over to face Xena.

GABRIELLE:
     Yes. (she sighs) I can't sleep.

XENA:
     Me either. (pauses) Do you want to tell me what happened between you and Haimon?

GABRIELLE (frowns):
     He thinks Nero and I were...close. I told him it wasn't true but I'm not sure he believes me. (she shakes her head) I never realized Haimon had such a jealous streak.

Xena rolls onto her side to face Gabrielle.

XENA:
     Are you sure it's jealousy?

GABRIELLE:
     What do you mean?

XENA:
     Have you ever told Haimon that you love him?

GABRIELLE:
     I...well...what does that have to do with--?

XENA:
     Maybe it's not about Haimon being jealous. Maybe it has more to do with him not being sure of where he stands with you. Gabrielle, you need to be honest with him--no matter what that means.

Gabrielle sighs and flops onto her back. Both women lie in silence a moment.

XENA:
     We've got to stop this war--and fast. Ares is way too eager to keep us out of it and the longer it goes on the more powerful Sabina is going to become.

GABRIELLE (after a brief silence):
     So you still don't trust Ares.

Xena pauses and thinks about her answer a long moment then sighs heavily.

XENA:
     When it comes to a war? (after a moment, bitterly) In a way--it was easier when I couldn't trust him about anything.

GABRIELLE:
     Then how can you be with him?

XENA (in a near-whisper):
     Maybe it was a mistake...

An uncomfortable pause.

GABRIELLE:
     Xena--I trust your judgment.

XENA:
     Well, maybe that's just it. I don't--not after all the mistakes I've made. (she sits up abruptly) Nero...

GABRIELLE (sits up as well):
     Xena--

XENA:
     Agrippina...

GABRIELLE:
     Xena, don't do this. We both made mistakes. We're going to put things right.

XENA:
     There are some things we just can't fix.

Xena is silent for a moment. It's obvious she has something to say and Gabrielle waits patiently.

XENA:
     Gabrielle...there's something I haven't told you. Maybe I should have. (she sighs.) I don't know why I didn't...it's about Lykia.

GABRIELLE:
     Lykia? What about her?

Xena turns to face Gabrielle.

XENA:
     Haven't you ever wondered how Agrippina was murdered?

GABRIELLE (shocked):
     Agrippina? Oh, Xena--don't tell me you think Lykia had something to do with it!

XENA:
     I don't think she did, Gabrielle. I know it. Lykia killed her.

GABRIELLE (shakes her head incredulously):
     No--that's not possible.

XENA:
     Think about it, Gabrielle. Nero had already made two attempts on his mother's life. He knew I was going to be watching for any strangers landing on the island. He snuck the killer in right under my nose--knowing I would never look for an assassin among the slaves.

Gabrielle's expression turns pensive as she considers what Xena has told her.

Gabrielle shakes her head--obviously struggling to accept the idea that Lykia is a killer.

GABRIELLE:
     You mean--you saw her--?

XENA:
     Not exactly.

GABRIELLE:
     Then how can you be sure? Did Lykia tell you this?

XENA (frowns):
     No. Agrippina did.

XENA:
     Lykia didn't know it, but she confessed to me right after that.

Xena and Gabrielle sit in silence a long moment.

GABRIELLE (gently):
     Xena, you can't blame yourself for what happened.

XENA:
     Yes, I can.

GABRIELLE:
     No, you can't! Lykia had a choice!

XENA:
     Some choice. What was she supposed to do? Nero offered her freedom from a mistress who thought of her as nothing more than a toy or a pet. In her place--I probably would have done the same.

Gabrielle nods slowly. Then she lies down on her back, staring up.

GABRIELLE (whispers):
     Nero...

DISSOLVE TO

Dawn breaking out over the countryside. An overhead shot of several riders galloping down a country road.

DISSOLVE TO

The gate of a small, isolated country house. Nero's riding party approaches and pulls up at the gate.

AQUILO (dismounts):
     Come on in, Emperor. We'll wait it out here until the way is clear.

NERO (looks around):
     Aquilo--do you think this is where I'm going to meet my end? (stares ahead blankly) Maybe it's fitting--a man like me, with an artist's soul, ending his days in the house which so inspired his muse...

AQUILO (grabs his shoulder almost roughly):
     Sire--I implore you, get a grip on yourself! (off Nero's shocked and indignant look, takes his hand off his shoulder) Please, stop this talk of dying. We're just stopping here to evade the rebel spies. Tomorrow we'll go on to rejoin the Ninth Legion.

NERO (absent-mindedly):
     You're a loyal servant, Aquilo. Loyalty. It's an important quality in a man... (stares blankly) ...or a woman.

Aquilo shakes his head and ushers Nero in through the gate.

CUT TO

The rebel camp. Morning. The troops are lining up in obvious preparation for the battle. Sabina in armor, a red cloak and a helmet walks along the line of rebel soldiers inspecting the troops, her helmet gleaming in the sun. Andrash stands to the side watching her.

SABINA:
     Friends! Fellow Romans! We're going up against one of Nero's legions--the legion that stands between us and Rome. We're about to face trained, elite fighters--and many of you have never held a weapon in your hands until a month ago.

The camera pans over the eager faces of the rebels. Among them is Aelus, the young man we saw in the brawl on the Caranacus town square.

SABINA (off-screen):
      And yet we all know that victory is within our reach. Why is that? (pan back for a close-up of Sabina as she pauses in front of the troops) Because they're fighting out of fear--and blind loyalty to a tyrant. We are fighting for freedom.

As the troops cheer, the camera pans to Xena and Gabrielle who approach and stand at Sabina's side.

Cheers go up from the rebels.

ANDRASH (steps up to stand next to Xena, Gabrielle and Sabina):
     Ares, the God of War, will grant us his favor!

The cheers grow louder. Sabina gives Xena a wry look.

SABINA (quietly to Xena):
     We know better than that, don't we? (Xena looks back at her coldly as Sabina continues) Nero's commanders are saying the same thing. And of course, when all is said and done, our dear War God will play both sides to his advantage. Want to bet?

XENA (quietly and coldly):
     I'm not a betting woman.

Sabina gives her an ironic look.

REBEL SOLDIERS (brandishing their swords and spears):
     For Ares!

After the noise dies down somewhat for a moment, Sabina steps forward and raises her sword.

SABINA:
     For freedom!

After a moment's hesitation, Xena and Gabrielle step forward, joining her in the chant, which is picked up by the soldiers. As the clamor begins to fade, a voice in the soldier ranks cries out.

REBEL SOLDIER:
     For Sabina!

A few other voices shout out, "Sabina," and then a chant begins to swell in the ranks.

REBEL SOLDIERS:
     Sa-bi-na! Sa-bi-na!

Gabrielle looks alarmed; Xena has a frozen expressionless look. Andrash looks confused. Quick pan to Haimon, standing with the soldiers. He looks appalled and disgusted as he exchanges looks with Xena and Gabrielle.

As the chant continues the camera zooms in on Sabina, who brandishes her sword in the air, looking rather pleased. Suddenly, she turns her head; her smile fades and her expression changes to a slightly anxious one. Xena turns and sees Siran approaching. Sabina turns back to the troops.

SABINA (raises her voice):
     That's enough! (She brings down her sword. As the chant dies down, she turns to Siran) What are you doing here?

SIRAN:
     I wanted to wish you--well. (she takes Sabina's hand) I won't wish you victory--there's no such thing as success in bloodshed. But I pray that the God of Love will keep you safe. (turns toward the soldiers) All of you.

Pan to Andrash, who glares at her.

ANDRASH (mutters to the soldier next to him):
     Somebody better get this girl out of here.

SABINA (obviously moved but trying not to show it):
     Thank you, Siran. Now--go back to your tent. And remember, don't leave the camp until the battle is over. It's for your safety.

SIRAN (nods):
     I'll be praying for you. (presses her hands to her heart) Even in the heat of battle, may compassion never leave your hearts.

Andrash glares at Sabina. She firmly takes Siran by the shoulders and steers her away in the direction of the tents.

SABINA:
     Go on.

Siran steps aside but remains a few paces behind Sabina, Xena and Gabrielle.

ANDRASH (raises his sword):
     To victory!

The soldiers are slow to respond. Sabina turns toward the troops and raises brandishes her sword, her eyes sparkling.

SABINA:
     To victory! For freedom!

The crowd cheers. One of the soldiers approaches Sabina, leading a white horse.

SABINA:
     See you on the battlefield, Xena.

She mounts the horse and rides off. The rebel troops march after her. Xena shakes her head grimly and follows them as well. Gabrielle is about to follow when Siran steps up and grabs her arm.

SIRAN:
     Gabrielle...

GABRIELLE (shakes her head):
     Not now, Siran. I've got a battle to fight.

SIRAN:
     You do believe me, don't you?

GABRIELLE (turns to look at her):
     About what?

SIRAN:
     I know you believe that people can change. And so does Xena.

GABRIELLE (sighs):
     Siran... Xena knows Sabina is going to do right by you. But when it comes to anything else... (she shakes her head) ...she can't be trusted.

SIRAN:
     But you don't believe that, do you?

Gabrielle's mouth tightens. She lowers her eyes, then looks up at Siran again.

GABRIELLE:
     I'm sorry, Siran... I think I do.

She walks away briskly. Siran stands with her arms folded, looking wistfully after Gabrielle.

CUT TO

A long shot of a field, with the two armies--the rebels and Nero's legions--charging toward each other. Zoom in on Sabina on horseback charging into battle, shouting furiously.

We see a montage of battle scenes as Nero's soldiers fight the rebels:

* a succession of shots of swords clashing, making sparks fly;

* a Nero loyalist falls to the ground, blood streaming down his face--followed by an identical shot of a rebel falling;

* a spear whizzes through the air; a shout and a dull thud is heard off-camera;

* Sabina clashes with a Nero loyalist officer on horseback and runs him through with her sword after a short fight;

* Xena and Gabrielle, on foot, are fighting back to back, Xena with her sword and Gabrielle with her sais;

* a quick succession of scenes of loyalists and rebels fighting each other with swords;

* a riderless horse runs through the battlefield, neighing in alarm.

Pan to Xena and Sabina, a few paces apart, Xena standing in battle-ready position, Sabina in the saddle. Both of them turn simultaneously to look toward on a section of the field where the camera now zooms in, and where the rebels are being pushed back by the loyalists.

XENA:
     That way! (to Sabina) Take them from the other side!

Letting loose her battle cry, Xena charges forward and then flips toward where the fight is. Sabina gallops away.

XENA (charges at the Roman loyalist ranks):
      Chee-YA !

In a powerful leap, she slams her boots into two soldiers, knocking them down, and lands on her feet, running her sword through another Roman before he has the time to collect himself. While she spars with another soldier, Sabina, on horseback, charges into the Roman infantry from the other side, hacking at the soldiers with her sword and cutting herself a clear path through their ranks. Close-ups of several soldiers falling down, struck down by her sword. Heartened by the backup, the rebels start pushing back the loyalist troops, which disperse under the onslaught.

SABINA (to Xena):
     Look--they're not using their full force. One battalion has stayed back--they're waiting for us to be weakened by the battle and then they'll hit us on our right flank and take us down.

XENA (looks in the direction Sabina is looking in and narrows her eyes appreciatively):
     Unless we take them down first.

SABINA:
     They're starting to pull around now. (she dismounts) I'll take a couple of hundred men and we'll head that way to cut them off. You can supply the distraction.

XENA (eyes her thoughtfully):
     All right.

SABINA (grins):
     Told you we made a good team.

Xena chuckles bitterly, then leaps in the saddle of Sabina's horse and gallops toward another part of the field where the battle is raging, brandishing her sword and yelling. Sabina looks after her, then runs off.

CUT TO

A nearly dark room in Nero's residence, illuminated by a single candle and a small amount of daylight coming in through a tiny window. Distant fires can be seen erupting and the sounds of battle can be heard faintly.

Nero mutters to himself as he paces frantically before the window.

NERO:
      Sing me, Muse, a tale of Troy, a funeral dirge in strains unheard as yet, with tears the while...

Aquilo rushes in, breathless.

AQUILO:
     Caesar! The battle has begun!

Nero doesn't react, as if he isn't even aware of Aquilo's presence. He continues to pace and mutter to himself.

NERO:
      ...for now will I uplift for Troy a piteous chant, telling how I met my doom and fell a wretched captive...

Aquilo rushes forward and seizes Nero by the shoulder, shaking him back into awareness.

AQUILO:
     Emperor! You must collect yourself and focus!

Nero stops and blinks in confusion, as if just aware of Aquilo's presence.

NERO:
     Aquilo?

AQUILO (sighs with relief):
     The rebels have attacked and the Ninth has been unable to halt their advance. They could reach us by daybreak.

Nero reels back.

NERO:
     Reach us? No! How could the rebels know where I am?

AQUILO:
     I don't believe they do, Emperor. (he gives him a meaningful look.) Unless you've told someone about this place ...someone that shouldn't be trusted.

Nero looks nervous a moment then shakes his head in order to reassure himself.

NERO:
     No...no my Gabrielle would never...

Aquilo rolls his eyes in exasperation.

AQUILO:
     They're sure to find us if we remain here.

Nero's expression falls. He thinks a moment then looks up, an odd smile on his face.

NERO:
     My poem! I must finish my poem! That will inspire my legions to stop this godless horde. (Nero turns to Aquilo and lays a comradely arm on his shoulder.) I look to you, my good Aquilo, to hold off these heathens so that I can complete my ode to my legions.

AQUILO (hesitantly):
     Caesar, forgive me...but hold them off with what? There's no one left here save for me and a few servants...

NERO:
     Consider it the beginnings of a fine new legion, Aquilo. (Waves his hand dismissively.) And now--I must insist that you leave me. You seem to ward off my muse.

AQUILO:
     Yes...of course...my Emperor...

As Aquilo bows and backs out of the room, Nero takes a seat at the table and immediately begins to frantically scribble on a scroll.

CUT TO

Close-up of a stone-faced Roman centurion, his helmet gleaming in the sun.

A clang of metal is heard. The camera pulls back to show the centurion's sword lying at his feet, and then further back to show a row of loyalist Roman soldiers throwing down their swords. Sabina stands in front of them, smiling slightly.

Xena approaches, sheathing her sword as she walks toward Sabina. Gabrielle and Haimon are seen following behind her. Xena stops next to Sabina; she is slightly out of breath. There is a bleeding cut on her left arm and some blood on her face.

XENA:
     All done, I see.

SABINA:
     Complete and unconditional surrender--not bad for a day's work. (pauses and continues in a tone that may or may not be sarcastic) But we couldn't have done it without you, Xena. (She steps forward and raises her voice, addressing the captured troops) You've fought bravely. There's no shame in defeat--only in fighting for an unjust cause. Those of you who are willing to join us will be treated as if they had fought with us from the very first day. Step forward! Join us and fight for freedom--Rome's and your own.

Tentatively, one of the soldiers steps forward, then another. Soon, a large group of captured soldiers has stepped forward. One of them shouts, "Sabina!" The others pick up the chant.

Smiling, Sabina turns toward the rebel troops behind her. They erupt in a roar of cheers.

SABINA (glances at Xena):
     Like I said--not bad for a day's work.

DISSOLVE TO

A long shot of the rebel camp. It's late afternoon, the sky blazing orange as it gets close to sunset.

CUT TO

Xena standing outside her tent, brushing down Argo. Gabrielle and Haimon stand nearby, at a certain distance, not looking at each other.

HAIMON (bitterly):
     You know, if someone had told me a year ago that I'd be fighting side by side with--(interrupts himself) What am I talking about! If someone had told me a month ago that I'd be fighting under Valeria Sabina, I would have laughed in their face.

XENA (her back still turned to him and Gabrielle):
     Sometimes, you make whatever alliances you can.

HAIMON:
     Even if it means watching Sabina become Empress of Rome?

XENA (whips around, her eyes narrowing):
     That is not going to happen.

HAIMON:
     You're going to stop her? How?

GABRIELLE (awkwardly):
     Xena, Haimon is right--she's getting much too powerful. You saw what happened out there.

XENA (brusquely):
     Yes, I saw it. You don't need to remind me.

Pan to Andrash coming up to them.

ANDRASH:
     Xena. A messenger from Rome has just arrived with news. (Xena looks at him expectantly) The legions of Galba, governor of Hispania, have turned against Nero and are on their way here--ready to proclaim Galba the new emperor. Otho, the head of the Praetorian guard in Rome, is backing him as well.

XENA (looks at him appraisingly):
     What sort of a man is he?

ANDRASH:
     An honorable man, from everything I've heard--one who doesn't want power for himself, and has never been known to misuse it. The messenger says he is still hesitant to assume the title of emperor.

GABRIELLE:
     But Nero's still the emperor, isn't he?

ANDRASH (turns to her):
     That's the other news. Nero has fled Rome.

GABRIELLE:
     How--when--? (stunned) Where did he go?

ANDRASH (shrugs):
     If anyone knew that, he'd have been captured by now. He and a few of his minions left the palace last night, under the cover of darkness. From the reports we've had, they were headed in this direction. They could be hiding out anywhere--probably on their way to rejoin Nero's loyal legions.

XENA:
     So Galba will be the new emperor.

ANDRASH:
     I didn't say that. (Xena looks at him curiously) Galba's getting on in years; he's not much of a leader on the battlefield anymore. If we have to continue fighting Nero's troops, the men are liable to want someone younger and--shall we say--more vigorous at the helm.

XENA (gives him a probing look):
     And what do you want, Andrash?

ANDRASH:
     Me? To get rid of a mad tyrant wearing the emperor's mantle. After that--it's up to the people.

He looks meaningfully at Xena and walks away.

HAIMON:
     He couldn't have made it clearer. The longer this war goes on, the more powerful Sabina becomes.

XENA:
     And the longer Nero lives, the longer the war goes on.

Gabrielle gives her a troubled look.

HAIMON:
     Xena--I've never killed in cold blood. But knowing what I know about Nero-- (he glances quickly in Gabrielle's direction, then turns to Xena again) if I had to kill him with my own hands to stop Sabina from becoming Empress... (he pauses for a moment) I'd do it.

The camera slowly pans over to Gabrielle's, who looks anguished.

XENA:
     You'd have to find him first.

Close-up on Gabrielle, her expression changing from anguish to grim determination.

CUT TO

Xena and Gabrielle in their tent. Xena, in her leather tunic with the armor off, is mending a rip in her boot. Gabrielle is sitting on a fur spread, lost in thought. After a moment Gabrielle gets up. Xena looks up at her.

GABRIELLE:
     I'm--going out.

Xena gives her a questioning look, then nods in understanding.

XENA (quietly):
     Good luck. (off Gabrielle's slightly shocked look) Gabrielle, Haimon's a good man. And he loves you. (pauses) It's about time you two worked things out.

GABRIELLE:
     I--I'm not--

She trails off and looks as though she were about to say something. Then she sighs.

GABRIELLE:
     Don't wait up for me.

XENA (with a forced smile):
     I understand.

Gabrielle leaves. Xena goes back to mending her boot, her movements harsh and slightly jerky.

There is a flash of blue light; Ares materializes sitting next to her. She doesn't look up.

ARES:
     You know, I could help you... (she looks up at him sharply and he gestures toward her boot) ...with that.

XENA:
     That's all right. (after a short silence, she finally looks up at him) What do you want?

ARES:
     Not to talk about the war for a few hours? (he puts his hand on her bare leg and she shivers slightly)

XENA (puts down the boot and sighs):
     That's not going to solve anything.

ARES:
     Well--it could make for a--much more pleasant evening.

XENA (sadly and wearily):
     And then it's going to be morning--and I'm still going to have to figure out a way to end this war before Sabina becomes unstoppable. And you are still going to have two armies praying to you for success...just like you always wanted.

Close-up on Ares as he stares at her grimly, his lips tightening.

XENA (glances at him wonderingly):
     What does it feel like?

ARES (after a brief pause, rubs his chin wearily):
     What did it feel like to have thousands of warriors chanting your name? (Xena nods somberly in understanding) Take that--and make it a hundred times stronger.

She gazes at him, stricken. Then her expression softens.

ARES (lowering his voice):
     Now can we not talk about the war?

Xena takes his hand.

CUT TO

A makeshift stable in the camp--a canopy supported by four poles. Haimon is in the stables brushing his horse down.

Gabrielle comes in. Seeing Haimon, she stops short and flinches slightly. Haimon barely turns his head to acknowledge Gabrielle's presence. She gives him a defiant look, then goes over to Klio and starts to saddle her. They work in resentful silence until Gabrielle finally sighs in exasperation.

GABRIELLE:
     Are you ever going to talk to me again?

HAIMON (shrugs lightly):
     Maybe I'm just waiting my turn. After Xena and Nero I'm pretty far down on your list.

GABRIELLE:
     Haimon, that's not--

HAIMON:
     Not what? Not fair? Not true?

Gabrielle says nothing, at a loss for words. Haimon gestures to her horse.

HAIMON:
     So where are you going?

GABRIELLE:
     There's something I have to do--alone.

HAIMON:
     That's just fine. No, no--don't tell me what it is. I didn't expect you to.

GABRIELLE (smiles bitterly):
     So I guess you do know me better than you thought.

She mounts her horse and rides out of the stable. Haimon stands looking after her in exasperation.

CUT TO

Gabrielle rides away. In the half-dark, a figure strolling through the tents stops, looking after her.

Close-up on Sabina, who stares quizzically after Gabrielle. She tilts her head, obviously thinking about something as we:

FADE OUT

END OF ACT THREE