FADE IN

On the previous scene. Xena stands silently, looking at Callisto in shock.

CALLISTO:
     So good to hear someone around here talk sense for a change.

Velasca and Callisto exchange an unfriendly look.

VELASCA (coldly):
     Callisto, if you don't approve of the way I do things, feel free to leave and start your own army. Until then, remember that I'm in command and we do things my way.

Callisto purses her lips and smiles mockingly.

CALLISTO:
     And how much longer will you have anyone to command if you continue to insist on sending your people out on these suicide runs?

During this exchange, Xena is able to regain her composure and mask her shock. She clears her throat.

XENA:
     She's right. At this rate, you'll run out of troops long before the Monarch does. You need to hit her big and hard. We need to take and hold a city. That way, we can ensure our supply lines when we make a move on Corinth.

VELASCA (coldly):
     And which city do you plan on taking?

Xena unrolls a map on the table and points.

XENA:
     There. We take Klios. We seize their arsenal, their food supplies and we'll probably be able to recruit some of the liberated people to fight with us.

Callisto nods in agreement.

CALLISTO:
     Not to mention secure a line of retreat if we move on Corinth.

VELASCA:
     Amazons don't retreat!

XENA:
     A good commander is prepared for anything.

VELASCA (bristles at this):
     Regardless, this is insane! There's at least a regiment stationed at Klios. How are we supposed to defeat a force that size?

XENA:
     I've thought of that too. (she indicates the map) This village, about 10 leagues west of Klios--Laotia. We make a feint for it--fool the Monarch's troops into thinking that's our target. They'll move on Laotia. We get the villagers out--they shouldn't be too hard to convince, Laotia was where the Monarch had one of her trademark mass executions a couple of years back. We lay a firetrap for the Monarch's soldiers there. And then we hit in Klios.

CALLISTO (riveted):
     We'll destroy them.

XENA (frowns):
     Pretty much, yeah.

CALLISTO:
     It's a brilliant plan. (She glances at Velasca in mock innocence.) And one that I'm sure you would have eventually come up with on your own, Velasca.

Velasca is clearly furious but trying to contain her anger.

VELASCA:
     I'll propose this to my advisors and see what they have to say!

She turns and marches out.

CALLISTO (with mock sympathy):
     It's lonely at the top.

CUT TO

A skeleton hanging from a cross, against a bright blue sky, the bones gleaming in the sun.

ARES (off-camera):
     Friend of yours?

CONQUEROR XENA (off-camera):
     Take a guess.

The camera pulls back to show the Conqueror and Ares on horseback side by side, at the foot of the cross. Ares is wearing a brown leather vest and pants.

ARES (looking up at the cross):
     All by himself on the tallest hill in Rome. Must've been someone really special. (after a moment's pause) Caesar?

CONQUEROR XENA (a hard edge in her voice):
     Got it in one.

ARES (stares at the skeleton, then shifts his gaze to the Conqueror):
     It's lonely at the top, huh.

The Conqueror chuckles bitterly, then looks away. The camera pulls back to show that they are on a hill, with a panorama of Rome in front of them. Even from a distance, we can see that some of the buildings lie in ruins.

CONQUEROR XENA (bitterly):
     After all those years--the bastard escaped my vengeance.

She turns to Ares, who gives her a silent "You've got to be kidding" look.

CONQUEROR XENA (continues, venomously):
     All the satisfaction I got was seeing his carcass hauled up on the cross.

A close-up on her face, hard and filled with simmering rage.

ARES (somewhat taken aback):
     Brutus.

CONQUEROR XENA:
     Yeah. (Her emotions now under control, she manages to sound almost casual as she motions toward another hill with a row of crosses on its top) He's over there with Pompey and--others. (looks probingly at Ares) Why?

ARES:
     Funny thing, fate. In--my world, Caesar died at Brutus' hand. Except it wasn't exactly a favor.

The Conqueror looks at him curiously; then, a small, vicious smile appears on her face.

CONQUEROR XENA:
     Do tell.

ARES:
     Stabbed to death in the Senate--just as he was about to proclaim himself Emperor. I think Xena had something to do with setting it up. (He looks away and adds somberly, almost as if to himself) It was the same day he crucified her.

He looks like he immediately regrets what he said.

CONQUEROR XENA:
     The same day he did what? (Off his silence) Oh, come on. This one I want to hear. He crucified her again? And--she survived?

ARES (reluctantly):
     Not exactly.

The Conqueror frowns at him, puzzled.

ARES:
     She was brought back to life--she and Gabrielle both. Look, it's a long story and storytelling isn't really my thing, so-- (with a slight sarcastic edge) you'll have to excuse me.

CONQUEROR XENA (curious):
     So he crucified them together. (She looks at him probingly) You know, I'll bet anything that Caesar used her little friend as bait and your Xena walked right into his trap. I'm right, aren't I? (Off his grim look) Yes, of course I am. That's what friends do... (pauses) they get you killed.

She pauses briefly, staring away. There is a wistful look on her face before her expression hardens again. She turns to Ares, a nasty gleam in her eye.

CONQUEROR XENA:
     Like they say. Crucify me once, shame on you. Crucify me twice... Well. Tell me, is she really such a fool? Or does she, perhaps--enjoy it?

Ares scowls at her; then, he shapes his features into a wry smile.

ARES:
     Tell me... (he takes the Conqueror's hand and kisses it in a suave gesture) ...does the wit come naturally, or did your Ares teach you that?

The Conqueror's smile fades; for a moment she looks hurt, then sarcastic.

CONQUEROR XENA:
     Sounds like your Xena taught you a thing or two--like being a sap.

They fall into a tense, resentful silence, staring at the panorama of Rome at their feet. Finally, the Conqueror speaks.

CONQUEROR XENA (glances at Ares):
     Well? What do you think?

ARES (shrugs):
     So you conquered Rome. I knew that.

CONQUEROR XENA (pensively):
     Five years ago. (chuckles) Not that I expect you to be impressed by next week's celebrations.

ARES (wryly):
     Well, I'm sure your God of War will be suitably impressed. (Pauses) Anyway, thanks for the tour.

CONQUEROR XENA:
     It's a change of scenery from Corinth.

ARES:
     Oh yeah. (He glances in the direction of the hill where the other crosses stand) Landscape with crucifixions.

The Conqueror stares at him thoughtfully, then nudges her horse with her heels and starts to ride downward. Ares sighs and glances up at Caesar's cross, then follows her.

DISSOLVE TO

Night. A bedroom lit only by the moon with additional faint light emanating from an off-screen lamp. Ares and the Conqueror are next to each other, half-reclining on pillows. His arms are folded on his chest and he looks rather uneasy. The Conqueror stares ahead, looking disappointed and angry.

CONQUEROR XENA:
     Do I sicken you that much?

Ares glances at her silently and says nothing.

CONQUEROR XENA (sharply):
     Just try and pretend you're with your love. Lucky for you--you won't even have to close your eyes.

ARES (sighs):
     Stop it. (after a pause) I'm just-- (trails off)

CONQUEROR XENA (mockingly):
     --not in the mood?

The Conqueror sits up, hugging her knees under the blanket, her profile sharp in the moonlight.

CONQUEROR XENA:
     I'm everything you ever wanted her to be, isn't that what you said?

Ares stares at her silently.

CONQUEROR XENA:
     But you still like your good Xena more? (after a brief pause) Why? Because she was the one woman who said no to you? Get 'em hooked by playing hard to get--oldest trick in the book.

Ares looks at her silently, obviously struck by her words.

CONQUEROR XENA (continues):
     Or--maybe because she spends her life running away from herself? Pretending to be somebody else?

ARES:
     And you're not.

CONQUEROR XENA (snaps):
     What are you talking about?

Ares sits up next to her and touches her face.

ARES (quietly):
     You're so scared of being soft--

For a moment the Conqueror's look is wide-eyed, tender and scared. Then, her face hardens suddenly, as if a door has slammed shut.

CONQUEROR XENA (venomously):
     Soft? You should talk.

Ares lowers his hand, scowling at her silently.

CONQUEROR XENA:
     There's got to be a spare bedroom somewhere in this palace. Find it.

Ares gives her a look of disappointment and unease, then purses his lips and changes his expression to a defiant half-grin.

ARES:
     Thought you'd never ask.

He starts to get up. Close-up on his face with his back to the Conqueror; his expression is now wary and somewhat nervous.

CONQUEROR XENA (off-camera, behind his back; her voice soft and vulnerable):
     No--stay.

Ares' expression changes; he is clearly affected by her soft tone. He turns around to see a hurt, tender look on the Conqueror's face. Then, she turns away.

Ares sighs and sits down on the bed next to her.

CONQUEROR XENA:
     I just wish--

She trails off, staring ahead. Then, she leans against Ares' shoulder. After a moment's hesitation Ares sighs and puts his arm around her.

DISSOLVE TO

Some time later. Close-up on the Conqueror's face. She is asleep, her look peaceful. The camera pulls back to show Ares in bed next to her, propped up on his elbow. He looks at her face, then gently brushes away a strand of hair.

Ares lies back on the pillow, staring somberly ahead.

CUT TO

Gabrielle draws water from the communal well. She lifts the bucket with a groan and starts back to her hut, her gait slow and awkward from the weight of the bucket. Velasca storms out of the Amazon Council hut, followed by Ephiny. She runs into Gabrielle and the girl stumbles, the contents of the bucket spilling out onto Velasca.

VELASCA:
     Watch where you're going!

She storms off and Ephiny comes over the Gabrielle, taking the now empty bucket from her.

EPHINY:
     Are you all right?

GABRIELLE (frowns):
     Fine. (indicating Velasca) Not exactly known for her people skills, is she?

Ephiny frowns and moves over to the well, drawing more water.

EPHINY:
     The council just voted against her in support of your friend's plan.

GABRIELLE:
     Oh yeah--the Klios plan...Varinia explained it to me. Most of it didn't make sense but she's trying to teach me strategy. (she smiles proudly) She's amazing, isn't she? If I could be even half as good as her... (she notes Ephiny's pensive look.) You don't like her much, do you? Velasca?

EPHINY:
     What are you talking about? She's the Queen.

GABRIELLE:
     And the Monarch is the ruler of the known world. It doesn't mean you have to like it. Is she a good leader?

EPHINY (shrugs):
     She's--rash. Velasca lets her emotions rule her. If it were up to her, we'd be at war with the Centaurs now.

GABRIELLE:
     The centaurs? You're enemies?

EPHINY (nods):
     Originally, our dispute was over hunting lands. Once the Monarch came to power, she gave those lands to them. The Centaur nation falls under her protection and yet they're exempt from taxation and conscription into her army. They're able to live their lives in peace.

GABRIELLE:
     Why would the Monarch do that?

EPHINY:
     No one knows. There have been rumors that their leader Kaleipus did her some kindness in exchange for a pact. (she frowns.) Any friend of the Monarch's is no friend of mine--especially the Centaurs. Most Amazons feel the same way--but we also know that to go to war with them would be suicide. We'd be fighting a two-front war against the Monarch and the Centaurs. Luckily the council sided with me.

GABRIELLE:
     So Velasca resents that?

EPHINY (nods):
     And today just added insult to injury.

Gabrielle frowns and shakes her head.

GABRIELLE:
     How does someone like that become Queen?

EPHINY:
     We were ruled by Melosa. As a member of the royal line it was within Velasca's rights to challenge her for the throne. (she raises her hand tiredly.) Melosa was defeated and Velasca became our Queen. And I've always believed... (she shakes her head.) Never mind.

VELASCA:
     Ephiny!

Ephiny and Gabrielle look up. Velasca stands at the far side of the well, glaring at them.

VELASCA:
     Since you have so much time to stand around gossiping then perhaps you should take the patrol tonight. (She indicates Gabrielle disdainfully) And bring your friend. If nothing else, she'll be useful for body warmth in the forest at night.

EPHINY:
     You leave her out of this. It's me you have a problem with.

VELASCA:
     You and her meddling friend. You're all the same in my eyes. (menacingly) So either you and she take the watch or I'll have you thrown into prison for insubordination. Or worse.

EPHINY:
     Careful who you threaten, Velasca. I'll be tougher to beat than Melosa. I know you don't fight fair.

Velasca draws her sword from the sheath at her back with a snarl.

VELASCA:
     You'd better be ready to back that up with a sword, Ephiny!

Velasca swings at Ephiny, who draws her sword as well. The blades meet. Gabrielle steps back, frightened.

Velasca and Ephiny parry each other's blows for a few moments, evenly matched. Then Velasca screams and delivers a spinning kick to Ephiny's midsection. Ephiny staggers back but regains her footing just as Velasca attempts to stab her in the side. Ephiny flips backwards, out of the way of the blade, and lands next to a line of trees along the edge of the camp.

Velasca charges her and Ephiny dodges a few of Velasca's swings, ducking under and around the blade. She delivers a kick to Velasca's side. She is fazed long enough for Ephiny to slice her sword across Velasca's thigh. Velasca looks down at the bleeding cut and glances up at Ephiny.

VELASCA:
     I always thought you were useless as a warrior. Maybe I was wrong.

She seems to sink down; then, she grabs a handful of dirt and throws it in Ephiny's face. Taking advantage of Ephiny's momentary confusion and dimmed eyesight, she kicks Ephiny in the shins, spins around and knocks the sword out of her hand. Ephiny punches Velasca in the face but when she tries to punch her again, Velasca catches her hand and pushes her back. As Ephiny tries to reclaim her sword, Velasca delivers a ferocious kick to her chest, punches her in the stomach and face a few times, and then kicks her again, knocking her down.

Ephiny coughs, out of breath; then looks up, pride and determination mixed with fear showing in her eyes. Velasca comes up to her and plants a foot on her midriff, pinning her to the ground.

VELASCA (with a gleeful laugh):
     Or maybe I was right.

Grinning, she twirls her sword and raises it above her head--but before she can deliver the final blow, Gabrielle throws herself over Ephiny.

GABRIELLE (looks up at Velasca):
     You'll have to kill us both.

VELASCA (viciously):
     Gladly.

She starts to bring down her sword.

A distant whizzing sound is heard, growing louder until Xena's chakram comes into view, headed straight for Velasca's sword. It hits the sword and slices off the tip, and ricochets off a couple of trees before heading back--straight toward Xena who stands behind Velasca with an outstretched arm. She catches the chakram with a swift motion, hooks it to her side and draws her sword.

Velasca turns around to see Xena and glares at her. Behind her, Gabrielle and Ephiny scramble to their feet and move back. Gabrielle can be seen asking Ephiny something, obviously checking if she's all right.

VELASCA:
     You don't belong here, Varinia.

XENA (coldly):
     Let's settle this. Now.

VELASCA (snarls):
     Well, since you asked so nicely...

Velasca turns around and picks up Ephiny's sword. Xena charges forward; their blades clash. They spar briefly before Xena kicks Velasca in the face, then in her leg. Velasca staggers back momentarily but quickly recovers. Xena spins around and swings her sword toward Velasca, but she moves out of the way so that the blade glides over her head. She swings at Xena, who ducks the blade and blocks it with her own. They hold their pose for a moment, swords locked, both snarling, before Xena slides her sword across Velasca's, spins around and pushes Velasca back with a hard kick to the stomach.

XENA:
     A-la-la-la-la--CHEE-ya!

She does a backward flip over Velasca and lands on a wooden platform about twelve feet off the ground. The boards momentarily give under her weight and she steadies herself, glaring down at Velasca. Ephiny and Gabrielle look on.

Velasca snarls and jumps up, then leaps onto the platform to face Xena.

VELASCA:
     Taking the fight to new heights, Varinia?

She screeches and swings toward Xena, who jumps over the blade and gives Velasca a kick that sends her toward the other end of the platform where she lands flat on her back. Xena whirls around as Velasca regains her footing and charges again. Their blades clash a few times; then Xena manages to kick at Velasca's leg, knocking her down. This time Velasca rolls off the platform and lands on the ground with a thud, causing dirt to fly. Xena flips off of the platform and lands in front of Velasca. Velasca scrambles to her feet, her lip bleeding, blood running down her face from a cut on her forehead.

VELASCA:
     Don't think that can stop me!

She charges at Xena again but now her movements are much less coordinated--she is clearly beginning to tire and lose focus in her rage. When she charges forward, sword pointed directly at Xena, Xena swings her sword once more, side-swiping Velasca's sword, and runs her sword through her.

Velasca stops in shock as Xena yanks the sword out. She staggers back, her hands trying to stem the flow of blood from her chest, and looks up, blood running from her lip. She tries to speak but crumples to the ground, dead. Xena stares down at her, breathing hard.

Gabrielle and Ephiny walk up to her.

XENA (ruefully):
     I'm sorry. She left me no choice.

EPHINY:
     Don't be. That's one queen the Amazon Nation isn't going to miss.

Xena looks at her.

GABRIELLE (breathlessly):
     That was...that...Xe--Varinia, you saved our lives!

EPHINY (to Gabrielle):
     And you risked yours for mine. I won't forget that.

XENA:
     This makes you the new queen, Ephiny.

EPHINY (nods grimly):
     Come on, we've got an attack to plan.

CUT TO

Xena, Callisto, and a group of Amazons and rebels ride out of the camp and onto a hilly landscape beyond.

CUT TO

A long shot of Xena, Callisto, and the rebels and Amazons riding toward a small village in a valley beside a large hill.

CUT TO

A soldier in the Monarch's army rushes into a small hut where two other soldiers are playing dice. The other soldiers look up.

SOLDIER #1 (panting):
     We got trouble. At least forty rebels coming this way.

SOLDIER #2 (jumps to his feet):
     We'd better get out of here!

CUT TO

Three of the Monarch's soldiers ride away from the village.

CROSS-FADE TO

Xena and the rebels enter the village as the rebels gather around them.

CUT TO

An exterior view of a fortress-like building in a large town.

CUT TO

One of the Monarch's soldiers stands before a military commander in a feathered helmet.

SOLDIER:
     Sir--the rebels have taken Laotia!

COMMANDER (rises to his feet, furious):
     Then we move on them and crush them.

CUT TO

A regiment of the Monarch's army rides out of the town gates.

CROSS-FADE TO

A long shot of Laotia. The peasants are streaming out of the village, carrying their possessions with them.

CROSS-FADE TO

Xena and Callisto stand at the edge of the village, looking out as the Monarch's regiment approaches. Xena and Callisto exchange a knowing look.

CROSS-FADE TO

The Monarch's regiment rides into the small village, which seems deserted. The camera pans over the faces of the soldiers as they look around, bewildered.

A soldier falls suddenly, struck down by an arrow. Other arrows fly from behind some of the buildings.

OFFICER (raises his sword):
     Attack!

As the soldiers charge, the rebels (on horseback) emerge from behind buildings and gallop toward the end of the village. The soldiers give chase.

CUT TO

Callisto walks through another part of the village with a lit torch in hand and a gleeful grin on her face. Pan down to show that the ground is soaked in oil.

CUT TO

The rebels ride out of the village.

CUT TO

Callisto throws down the torch. Flames rise from the ground, engulfing a building.

A quick montage of five other rebels throwing torches on the ground or into buildings.

The camera pulls back to show the village engulfed in flames. The screams of the Monarch's men can be heard.

CROSS-FADE TO

Xena, Callisto, the rebels, and the Amazons ride away from the village.

CROSS-FADE TO

Xena and the others ride through the gates of Klios.

CROSS-FADE TO

A company of the Monarch's soldiers, led by the commander who was seen in the earlier scene, are in the square in front of the fortress. The rebels attack.

A quick montage:

* Several soldiers aim spears at the rebels

* Xena's chakram flies through the air, shattering the spears

* With a fierce yell, Xena fights several soldiers, swinging her sword and delivering ferocious kicks

* A young Amazon fights the Monarch's soldiers using a staff

* Callisto fights the Monarch's soldiers; she flips in the air and knocks down two men as she lands, then stabs a soldier behind her with a backward thrust

* A wide shot of the square with the rebels and Amazons fighting the Monarch's men

* Xena, a fierce look on her face, slices a soldier's throat with her chakram

* Callisto screams ferociously as she spars with a soldier

* Xena is attacked by several soldiers. She leaps up and does a split kick, knocking out two soldiers and slamming them into the others. As they try to regroup, she lands powerful kicks that knock down two more men, and uses her sword to block three swords at once

* several of the Monarch's soldiers flee on horseback

CUT TO

A wide shot of the square. Many of the Monarch's soldiers lie dead; some, who have surrendered, are herded back into the garrison building. The rebels stand in the square.

Xena lifts her sword and lets out a victory cry. She is joined by Callisto, the Amazons, and the rebels, who lift their swords, spears, and staffs in the air and cheers as we:

FADE OUT

END OF ACT ONE