FADE IN

A chamber in the palace in Thebes. Antigone is sitting on the edge of a bed with silk sheets. In front of her is a cradle where her baby is lying. She is rocking the cradle slowly, humming a lullaby. Actaeon, Xena, Gabrielle, and Darion are standing around her.

GABRIELLE (looks at the baby, smiling):
     He looks so peaceful.

ANTIGONE (chuckles):
     After keeping me awake most of the night. (Her expression grows serious and she sighs) The one thing I want most for him is to have a life of peace.

ACTAEON (firmly):
     And he's going to have one.

CUT TO

The two armies are marching toward Thebes. We cross-fade from one army to the other, each headed by its leader on horseback. Both Otus and Thea look determined.

DISSOLVE TO

Antigone's chamber.

ANTIGONE (to Xena):
     We haven't had any success in negotiating with Althea and Otus.

XENA (sighs):
     I didn't think you would.

ACTAEON:
     They're determined to take not only the Areopagus but the city itself. We have no choice but to fight. (To Antigone, gently) I have to get ready and lead the men out into the field.

Antigone rises and comes up to him. She looks worried.

ANTIGONE:
     You'll lead them yourself?

ACTAEON (takes her hands):
     You know it's the right thing to do. The men need me out there.

ANTIGONE:
     I just...don't want our child to grow up fatherless.

Quick pan to Gabrielle, who lowers her head, looking somewhat pained.

Pan back to Antigone and Actaeon.

ACTAEON:
     And I will do everything in my power to keep that from happening.

He kisses Antigone.

DARION:
     Don't worry--Xena and Gabrielle will look out for him.

Everyone laughs.

ACTAEON (ruffles Darion's hair):
     Don't forget Hercules--it doesn't hurt to have the world's strongest man on our side.

ANTIGONE:
     I wish I could go out there with you... Be careful.

XENA (to Gabrielle):
     Wait a minute--you're not going into battle, are you? (off Gabrielle's uncertain look) Gabrielle, stay behind. You know you need to take care of yourself.

GABRIELLE (wavering):
     Are you sure?

XENA:
     I don't want you out there. (gently) Gabrielle--I know it's your decision to make, but I would feel a lot better knowing you're safe back here.

Darion comes up to Gabrielle and looks up at her, concerned.

DARION:
     Please stay here, Gabrielle. (quietly) I'm scared.

Gabrielle looks at him, then at Xena. She sighs and puts her hands on Darion's shoulders.

GABRIELLE:
     All right.

Xena breathes a visible sign of relief.

CUT TO

A courtyard. Theban soldiers are arming themselves, strapping on armor, picking up swords, spears and shields.

CUT TO

An overhead view of a square in Thebes with warriors lining up. Actaeon, on horseback, rides up to them, dressed in his battle armor. Xena rides up on Argo as well. Hercules, on foot, joins the troops. The soldiers cheer as they salute Actaeon.

The camera pulls back to the palace behind the square, and up to a window. Gabrielle, Antigone and Darion are standing at the window looking down. Antigone looks worried. Gabrielle puts a reassuring hand on her shoulder. Darion wordlessly squeezes Gabrielle's other hand.

DISSOLVE TO

A wide shot of the Theban army leaving the city gates. Actaeon riding his horse in front of his troops; Xena rides a few paces behind him.

DISSOLVE TO

A wide shot of the Areopagus and the field in front of the hill.

CROSS-FADE TO

Althea's and Otus' armies on the move.

DISSOLVE TO

Actaeon's army moving out into the field in front of the Areopagus.

DISSOLVE TO

Medium close-up on a group of Theban soldiers lined up in front of the Areopagus hill, staring intently ahead of them.

DISSOLVE TO

Otus leading his army into the field. He raises his sword.

CROSS-FADE TO

Althea, at the head of her army, raises her sword.

ALTHEA (shouts):
     For you, great goddess!

SMASH CUT TO

The Thebans charging forward to meet the enemy, shouting as they charge.

CUT TO

Xena, now on foot, charges forward. She lets out her ululating battle cry--"A-yi-yi-yi-yi"--as she leaps up and flips, downing two of Otus's soldiers on landing, then knocking out a third with an elbow to the face. Two sword-wielding soldiers charge her and she parries their blows, then knocks down one of them with a kick to the midriff and spars with the other. The soldier she has just knocked down jumps up and moves to attack her from behind; she spins around and delivers a powerful kick that leaves him unconscious on the ground.

CUT TO

Hercules is on the other side of the battlefield, fighting against an equal number of Otus' and Thea's men. He uses his strength to lift some of them off the ground, spin them around and throw them at the others.

CUT TO

A montage of scenes of fighting:

* a Theban soldier falls, struck down by one of Althea's men

* two Theban soldiers fight five of Otus' men; one of Otus' men falls, run through with a sword, then another one of Otus' men swings his sword with a shout, killing one of the Thebans

* a wounded Theban lies on the ground next to one of Althea's men, who is either dead or wounded

* a soldier from Otus' army fights with two swords, beating off the attackers

* five female archers from Althea's army, wearing silver armor, shoot arrows toward the Thebans

* the arrows whiz through the air

* five Thebans fall, groaning and clutching at their chests

* Actaeon gallops through the battlefield, swinging his sword and shouting something.

* Hercules punches out two men from Otus' army at once, making them stagger into two men behind them.

* Xena flips a fallen soldier's sword from the ground into her left hand and twirls two swords with a fierce cry, then uses them to spar with two warriors from Althea's army.

* A group of Otus' men charge forward, spears at the ready

* In a mirror shot, a group of Thebans charge forward, spears at the ready.

* Xena continues to spar with the two warriors, then knocks the swords from their hands. Even as they move back, two other warriors charge her from behind. She runs them through with a back-thrust of the two swords at once.

* A rather gruesome general melee of Thebans, Otus' men, and Althea's men, soldiers on all sides hacking at each other with their swords and men falling wounded or dead.

* A female archer from Althea's army is struck by a spear and falls to the ground.

* Several men from Otus' army aim their javelins and prepare to launch them when Xena's chakram whizzes through the air, slicing off the tops of their javelins. They whip around in shock as Xena catches the chakram and grins at them from a distance.

DISSOLVE TO

A wide shot of the battlefield, with the battle raging.

DISSOLVE TO

Xena finds herself facing Zoe, Althea's reluctant lieutenant. They face each other, sword in hand. Xena looks grim.

XENA:
     We don't have to do this. I know this war means nothing to you.

ZOE (regretful):
     I have to do as my queen commands.

Xena and Zoe start to spar.

CUT TO

Althea, with a female archer at her side. The archer draws her bow, then looks at Althea and shakes her head slightly.

ARCHER:
     It's too far, my queen.

ALTHEA (impatiently):
     Not for you! You're the best--almost as good as if you'd been trained by Artemis herself. You can do it!

The archer releases an arrow.

A shot of the arrow flying toward the camera.

CUT TO

Actaeon clutches at his side and gasps. He's been hit by the arrow just underneath his armor. He sways and almost falls off his horse but one of his lieutenants, looking alarmed, holds him up.

CUT TO

Xena is still sparring with Zoe. She suddenly stops, her attention distracted by shouts off-camera that rise above the din of the battle. She looks around, then turns and races in the direction of the shouts. Zoe looks after her.

CUT TO

Xena is racing across the battlefield. A Theban officer runs up to her.

THEBAN OFFICER (out of breath):
     The king...King Actaeon is wounded!

XENA (shouts over the noise around them):
     How badly is he hurt?

THEBAN OFFICER (shouts):
     It doesn't seem to be too bad--he'll recover soon--but right now we have to get him off the field!

Xena looks around as the camera sweeps across the battlefield; everywhere, Theban warriors are being pressed hard by the forces of Althea and Otus.

Zoom in on Xena, struggling with a decision.

XENA:
     We have to tell the men to retreat.

THEBAN OFFICER (shocked):
     What?

XENA:
     You heard me. Pull back inside the city gates.

THEBAN OFFICER:
     But--but they'll take the hill! (he gestures toward the hill and the temple)

XENA (shakes her head impatiently):
     You're losing too many men. And with Actaeon wounded, you can't keep fighting. You need to save your strength for defending the city--that's where they'll attack next. (She grabs his shoulders for emphasis) Give the order to retreat--now!

The officer stares at her, uncertain.

CUT TO

Another Theban officer raises his sword. The camera pulls back to show him on horseback.

THEBAN OFFICER #2 (shouts):
     Retreat!

CUT TO

A long shot of the battlefield and the hill. The Theban army is pulling back.

CUT TO

Althea on her horse, with her female archers and a group of soldiers behind her. Althea raises her sword.

ALTHEA (shouts):
     Victory for the goddess Artemis!

Pan to Otus, who rides up to her and raises his sword in salute.

OTUS (shouts):
     Take the hill!

The troops cheer.

The camera pulls back to see the soldiers climbing up the hill toward the temple.

CUT TO

A bedchamber in the royal palace. Actaeon, looking rather pale, is lying on the bed. A healer, an elderly man, is about to finish bandaging his wound. He winces with pain.

The camera pulls back to show Antigone standing by the bed, and then to show Xena, Gabrielle and Hercules standing further back. Antigone looks stricken.

ANTIGONE:
     I had such a bad feeling about this...

The healer finishes putting on the bandage and steps back.

HEALER:
     There you are, Sire. You should be back on your feet in a week or so.

ACTAEON:
     A week? That's not good enough! We have to go back into battle. (to Antigone) I'm so sorry we couldn't hold them off. I know how much this hill and this temple means to Thebes--and to you...

ANTIGONE (tenderly):
     Your life means more.

XENA:
     Actaeon, it wasn't your fault. You were facing the combined strength of two armies. They struck with no warning; Thebes didn't have the time to get ready for war.

HERCULES (shakes head):
     So once again, people are stuck in the middle of a war between petty and selfish gods... I thought those days were long over.

ACTAEON:
     I never thought Ares would allow this to happen... (miserably) I failed him, too.

Xena gives him a sharp look; Hercules rolls his eyes.

HERCULES:
     You know, there is something I don't get. Artemis and Apollo have their followers take Ares' oldest temple, and he doesn't lift a finger to stop them?

GABRIELLE (with a meaningful glance at Xena):
     Maybe he doesn't care as much anymore.

Xena shakes her head slowly and gives Hercules a thoughtful look.

XENA:
     He wasn't happy when I told him what Apollo and Artemis were up to. (after a brief pause) I should talk to Ares.

HERCULES (wryly):
     Well, I hope you don't mind if I skip this little get-together.

He heads for the door.

XENA (raises her voice):
     Ares! I need to speak to you.

In spite of himself, Hercules stops in the doorway without turning back.

XENA (impatiently):
     Ares!

As nothing happens, Hercules turns around. Xena looks worried.

GABRIELLE:
     Maybe he just doesn't want to show himself in front of... (glances at Hercules) all these people.

XENA:
     No, I would have felt his presence. (She shakes her head) I don't like this.

ACTAEON:
     What do you mean?

XENA:
     Last time I saw him, he told me he was going to have a chat with Artemis and Apollo.

GABRIELLE:
     You think they've--

XENA (interrupts):
     Something's wrong.

Xena and Gabrielle exchange worried looks. Hercules shakes his head slightly, with an "I'll never be able to understand this" expression.

CUT TO

Exterior view of the Areopagus. Late afternoon.

DISSOLVE TO

A long shot of the temple's interior. The sound of chanting fills the air. There are many candles and lamps, and a large fire burning in front of the altar. The camera zooms in to show a statue of Ares on the floor, broken into pieces; then lingers over two large shields hung over the altar. One is silver, depicting a bow and arrow, a moon, and a laurel; the other gold, depicting two crossed arrows, a sun disk, and a lyre. These are symbols of Apollo and Artemis.

The offerings on the altar include a dead doe and a large plate of fruit.

The camera pulls back to show Althea and Otus standing before the altar steps. They bow down.

ALTHEA:
     Great goddess Artemis!

OTUS:
     Apollo, most gracious of gods!

ALTHEA:
     We now dedicate this temple in your name.

There are two flashes of light, one green, one golden. Artemis and Apollo appear, standing in front of the altar on top of its steps, facing their worshipers. There are gasps in the temple. Close-up on the faces of Althea and Otus, their expressions adoring and worshipful; Otus' expression is particularly intense. The camera pulls back to show them kneeling.

ARTEMIS:
     You have done well. We're very pleased with you.

Althea and Otus bow their heads.

CUT TO

Xena riding up the slope of the Areopagus.

CUT TO

Xena dismounts in front of the temple. Two guards bar her way.

GUARD # 1:
     You can't go in there--it's a--

XENA (interrupts):
     Listen, buddy. I'm Xena, Warrior Princess. Do you want to do this the easy way or the hard way?

The guard looks at her and gulps nervously.

CUT TO

Inside the temple.

APOLLO:
     Your work is not yet done.

ARTEMIS:
     The army of Thebes has been weakened in the battle. Their king is wounded. Tomorrow is the time to finish the job.

As she speaks, the camera zooms in on her and Apollo. Suddenly, Apollo notices something and points rather nervously toward the temple doors.

APOLLO (in a low voice):
     Look!

Pan to Xena, coming in through the doors.

XENA (raising her voice):
     Just the two I wanted to see.

Otus and Althea whip around, shocked and furious.

XENA (to Otus and Althea):
     And no, I didn't mean you two. (She stares at Apollo and Artemis)

Pan to Apollo and Artemis.

APOLLO (quietly to Artemis, somewhat nervous):
     You don't really think she can kill gods again, do you?

ARTEMIS (quietly):
     I know what the Fates told me. Be careful and stay out of her way.

Xena strolls up to the altar.

APOLLO (sarcastic):
     I can't imagine what you'd want to talk to us about.

XENA:
     How about--Ares.

ARTEMIS (innocently):
     What about him?

XENA:
     I thought maybe you'd tell me where he is.

APOLLO (snorts):
     I'd have thought that would be more up your alley.

XENA (ignores the jibe):
     Well, I called him and he wouldn't show.

ARTEMIS:
     Maybe he finally wised up and found a new girlfriend.

XENA (with a crooked grin):
     Very funny. Listen, Artemis, I am not in the mood for your banter. Last time I saw Ares, he told me he was going to have a chat with you two. Now, are you going to tell me where he is?

APOLLO:
     Look, we had a chat. That doesn't mean we've been babysitting him ever since.

XENA (narrows her eyes):
     Why don't I believe you?

ARTEMIS (shrugs):
     I don't know--maybe because paranoia is your normal state of mind? I assure you, Xena, we don't know where your boyfriend is. He's probably just busy. He's fine.

With a frustrated grunt, Xena turns away and is about to walk toward the door.

APOLLO:
     Hephaestus is keeping an eye on him.

Xena whips around and stares at Apollo, trying to figure something out.

Pan to Artemis, who purses her lips, displeased.

Pan back to Xena. She narrows her eyes.

XENA:
     I'm going to find out exactly what happened. And when I do, there'll be hell to pay. (to Artemis) You should know what that means.

Xena gives Artemis and Apollo one last glare, then turns around and walks out of the temple. Otus and Althea stare after her, stunned by her disrespectful attitude.

Pan to Apollo and Artemis.

ARTEMIS (quietly but angrily):
     You fool! You gave her a clue.

APOLLO:
     Come on, Sis, she'll never figure it out. And if she goes after Hephaestus... (smirks) well, that gets her off our backs, doesn't it?

ARTEMIS:
     Don't underestimate Xena. Right now, everything is going well. Even my powers have increased again. Do not screw this up!

CUT TO

Xena is pacing around a room in the palace in Thebes. Gabrielle, seated on a chair, looks at her with alarm. Hercules is standing by the wall, his arms folded on his chest.

XENA:
     I know something isn't right. I could feel it, the way they were acting. And that thing Apollo said, about Hephaestus keeping an eye on him... (shakes her head) it was almost like he was taunting me with some sort of inside joke. And then Artemis looked at him like--like he'd given something away.

GABRIELLE:
     Well, why not ask Hephaestus himself, or Athena, or--

XENA:
     I don't know who on Olympus I can trust right now.

Hercules looks at her suddenly, a look of realization in his face.

HERCULES:
     Wait--did you say, Hephaestus is keeping an eye on him?

XENA:
     Yeah, that's what Apollo said.

HERCULES:
     I wonder if he could be talking about the Eye of Hephaestus.

XENA:
     The what?

HERCULES:
     Zeus told me about it today. He thought I might need to know about it if these wars between the gods get out of hand.

XENA:
     Well, what is it?

HERCULES:
     Something Hephaestus created--a ruby eye that can imprison a god in a tomb.

Xena's eyes widen.

XENA:
     Did he tell you where it is?

HERCULES (thoughtfully):
     You think Apollo and Artemis used it to trap Ares.

XENA:
     I'm willing to bet on it.

HERCULES:
     And this is important to us because--

XENA (brusquely):
     Because it's important to me. (off his disapproving look) Hercules, just tell me where it is.

They stare intently at each other for a few moments. Then, Hercules sighs.

HERCULES:
     The Petralona caves.

XENA (quietly and with feeling):
     Thank you.

She turns around and walks out briskly.

HERCULES (stares after her, then looks at Gabrielle):
     Are you really okay with this...thing between Xena and Ares?

Gabrielle looks away thoughtfully, then looks up at Hercules.

GABRIELLE:
     I know he cares about her. (after a brief pause) I know I can trust her to do the right thing.

Hercules shrugs.

HERCULES:
     I hope you're right.

CUT TO

A montage of images:

* Xena mounts Argo in a courtyard

* Xena rides out of the gates of Thebes

* Xena rides over a hill, through a forest, across a river

* The sun starts to set as we:

FADE OUT

END OF ACT THREE