FADE IN

On a medium exterior shot of the Yodfat garrison. Early afternoon. We push in until we...

FADE TO

A lavish room with mosaic covered walls. One of them depicts David's defeat of Goliath. There's an impressive weapons rack off to the side.

On one side of a large table are a few rolled-up maps. On the other side sits Josephus, intently reading a scroll.

A frantic knock on the door. Josephus looks up. A soldier, obviously agitated, runs in.

SOLDIER:
     My lord-- (panting) the Romans are coming!

Josephus rises to his feet abruptly. He is clearly terrified but manages to stay in control.

JOSEPHUS:
     All right. Tell the men to set up the triple-line defense I've taught them. (He pauses and adds, with a bitter grin) I didn't want this. But if the Romans want a fight, we'll give them one.

SOLDIER:
     Yes, my lord.

The soldier walks out. Jospheus stashes "The Price" scroll into a pouch at his side, then picks up his sword, looking grimly resolute.

CUT TO

An exterior overhead shot of the Roman cavalry and infantrymen approaching the Yodfat garrison. Zoom in on the cavalry, to show two warriors in rich armor riding at the head of it.

Close-up on the face of one of the warriors. He is a handsome blond-haired man in his late twenties with a sense of pedigree about him and a touch of arrogance. This is Titus.

The camera pulls back to show Titus and the other warrior at his side--whom we recognize as Valeria Sabina, wearing Roman armor.

TITUS (to Sabina):
     What do you think?

Sabina gives him a coolly ironic glance.

SABINA:
     You really want to know what I think?

TITUS:
     Of course. My father believes you're a very valuable asset.

SABINA:
     If Emperor Vespasian believes that, maybe he should have allowed me to lead this expedition on my own. I've led an army before--quite successfully, I might add.

TITUS:
     That's right--you defeated Nero...

Sabina looks pleased.

TITUS (continues):
     ...with Xena's help, from what I've heard.

Sabina bristles visibly but nods, swallowing her pride.

SABINA:
     Xena--was there.

TITUS:
     I don't say this to slight you, Sabina. Your accomplishments are impressive. And you're my second-in-command, only a few months after becoming an officer in the Roman army. (He gives her a probing look) Though I will say that I sometimes wonder about your--rather flexible loyalties.

SABINA (with a somewhat chilly smile):
     I can assure you, Titus, my loyalties are exactly where they should be.

TITUS (smiles at her, rather coldly as well):
     Good. I hope we understand each other, then. (after a brief pause) So. I think we should take the Yodfat garrison before we march on Jerusalem--and I do believe I asked you, my second-in-command (quick pan to Sabina who flinches slightly at the word), what you thought about that.

SABINA:
     I think it's a good idea. Certainly don't want to leave Josephus at our backs.

TITUS:
     Indeed. Josephus is a smart man. (sighs) Of course, we wouldn't have to worry about any of this if the Israelites knew what was good for them.

SABINA (with a slight touch of sarcasm):
     Some people are just too crazy and barbaric to appreciate how lucky they are when a foreign power takes their land and forces them into its empire.

TITUS (sighs in disgust):
     Please. We respected their so-called culture--didn't interfere in their strange ways. All we asked of them was to obey our authority. They chose rebellion. (The camera closes in on his face as he continues, his expression hard) Now they'll get what's coming to them.

CUT TO

A montage of Romans marching toward the garrison, cross-cut with Jospehus' men preparing for battle: grabbing weapons, armor, and helmets, and getting into line.

CUT TO

Inside the Yodfat garrison gates. Jospheus has his men in Roman triple line system: the younger fighters, mostly spearmen, form the first line; the sword-wielding, more mature warriors in the second; and the most heavily armed, armored fighters in the back, in a checkered formation.

Josephus stands at the head of his army, helmet and armor on.

JOSEPHUS:
     All right. The Romans are marching on us. It's very likely they outnumber us. But I have studied their tactics--I know their every move, and I know a few things they don't. Follow my commands--and I promise I will do my very best to get you through the day alive.

He steps back behind the formation,

JOSEPHUS:
     Open the gate.

One of the men on the first line goes to open the gates.

From Josephus' point of view, we see the Roman infantry in the same position as his men, with the cavalry (including Titus and Sabina) bringing up the rear. It is obvious, even to the naked eye, that the Romans' army is much bigger than Josephus' defense.

Pan to Josephus, the same soldier we saw before standing next to him.

SOLDIER #1:
     My lord, they outnumber us at least three to one.

JOSEPHUS:
     You heard what I said. (He raises his voice) First line--attack!

On the last line, the camera pans to Titus, who is speaking simultaneously so that his voice is superimposed on Josephus'.

TITUS:
     First line--attack!

The first lines of both armies hurl spears at each other, then quickly bring up their shields. The Romans suffer more losses. Both sets of warriors run out onto the battlefield and clash.

There is a quick montage of shots as the battle rages; many Romans fall, but their first line is still much larger than the Israelites'. Soon it is clear that the Romans are getting the upper hand and pushing the Israelites back.

Titus smiles gleefully.

Soldier #1 goes up to Josephus, worried.

SOLDIER:
     My lord, shall we have the second line attack now?

JOSEPHUS:
     No, not yet. (raises his voice) Archers--fire!

The warriors in the third line raise their bow and shoot arrows at both the first and second lines of the Romans.

A quick pan to Titus and Sabina. They are shocked, but Sabina's expression seems almost gleeful.

TITUS:
     Principes--attack!

The Romans' second line joins the fray, tipping the odds in their favor once more; there is a montage of scenes of wounded and dead Israelites as well as some Romans falling to the ground. Josephus' men are performing impressively against the insurmountable odds.

Zoom in on Josephus, who purses his lips in frustration.

JOSEPHUS (signals with his hand):
     Catapults!

Pan to the top of the fortress, where several Israelite warriors use catapults to hurl several large round rocks at the Romans.

A montage of shots of Romans falling, mowed down by the rocks from the catapults.

Pan to Titus, who clenches his fists in fury; then to Sabina, smiling.

SABINA (to Titus):
     You're right, he is smart. (off Titus' frown at her expression, coolly) I appreciate a challenge.

Pan back to Josephus.

JOSEPHUS:
     Archers--fire!

A second round of arrows from the third line cuts more of the Romans' numbers, but they're still in the lead.

JOSEPHUS (to the soldier standing next to him):
     Second line--now!

Josephus' second line moves out, led by the soldier. The camera tracks them as they clash with the Romans, chopping at each other with swords. A montage of close-ups:

* an Israelite soldier slashes at a Roman with his sword

* a Roman raises his shield, defending against an attack, only to be struck from behind

* two Romans attack an Israelite, one stabbing him with a sword, the other bashing his head with his shield

* a wide shot of Israelites and Romans battling

Pan to Titus and Sabina.

TITUS:
     Triarii, attack! Archers!

Pan to Josephus, then (from his point of view) to the Roman archers readying their bows.

JOSEPHUS (shouts):
     Shields!

But it does no good as his men on the field are far too engaged with the Romans to be able to raise their shields (except the one in the third line).

A quick montage of shots of five Israelite soldiers falling, struck down by arrows.

The camera pulls back to show dead and dying Israelites on the ground. The Roman redouble their attack, pushing the surviving Israelites soldiers back toward the gates of the garrison.

Pan to Josephus, who looks worried.

JOSEPHUS (shouts):
     Catapults!

More rocks are launched at the Romans, but this slows them down only briefly.

JOSEPHUS:
     Archers--double attack!

A captain of the archers runs up to him, anxious and harried.

CAPTAIN:
     We only have enough arrows for one, my lord.

JOSEPHUS (impatient):
     Then do one.

The archers fire; this time, however, most of the Romans manage to raise their shields in time to meet the attack.

Pan over to Titus and Sabina.

TITUS (to himself):
     Come on, send out your third line.

SABINA:
     He won't--not unless he has to. They're his last line of defense.

TITUS (smiles):
     You're right. (beat) Cavalry, charge!

The cavalry moves in with Titus and Sabina leading the way.

Pan to Josephus, visibly shocked; he clearly didn't expect the cavalry to come in so quickly.

JOSEPHUS (to men up above):
     Do we have any more rocks?

SOLDIER #3:
     No, my lord!

JOSEPHUS:
     Then get down here and fight. Triarii, charge!

Josephus leads his remaining men into battle against the Romans. The clashing of armor and blades sounds like thunder.

Three quick flashes of silver precipitate Josephus killing three men.

Sabina works her blade through her enemies, cutting down several of them. In a move worthy of Xena, she leaps off her horse, still holding onto the pommel, and swings in an arc in front of her horse, she slashes with her sword at three warriors, killing them, and kicking another in the face, knocking him down, before reseating herself on her horse.

Five more of Josephus' men, the one who had been working the catapults, join the battle.

Titus moves forward, hacking away with his sword, using brute strength more than actual skill. He kills some, disarms others.

Josephus knocks out a warrior with the pommel of his sword. He kicks and slashes another warrior coming at him. He turns and smashes his shield into a warrior's face, then sweeps his legs out from underneath him before running him through.

He spins and slits the throat of an approaching warrior, then runs through another. He looks around to take an assessment of the battle as he spars with another warrior. To his dismay, Titus and Sabina's forces have cut through most of his.

JOSEPHUS:
     Fall back, get back inside the garrison!

He kills the man he was fighting. His men follow his orders while doing their best to keep the Romans at bay. In the process, more are killed before they and Josephus can finally barricade themselves inside the garrison.

Josephus takes a look around and realizes that he only has about three dozen men left. The predicament he's in hits him hard as he hears someone from the outside banging on the door.

TITUS (off-camera):
     I want that door down, now!

A beat. Then ramming against the door.

JOSEPHUS:
     Everyone, downstairs!

SOLDIER #2:
     What does it matter, they've got us cornered.

JOSEPHUS:
     It matters because I say it does. Now move, or stay here and die at the hands of the Romans.

Josephus leads the rest of the men further inside the garrison. Soldier #2 follows suit after he hears more ramming.

CUT TO

Josephus and about thirty of his men running through an underground tunnel.

CUT TO

A large, circular crypt with several exits. Josephus and his men come out into the crypt and look around.

SOLDIER #2 (jubilant):
     I'd forgotten all about these tunnels. (to Josephus) You're brilliant.

JOSEPHUS:
     Move on--save the flattery for later. (to the men) Check the exits.

The men disperse, following different tunnels out of the crypt.

CUT TO

Titus and Sabina, watching their men breaking down the door.

TITUS:
     What are they hoping for? They can't hold us off forever.

Sabina gives him a thoughtful look, then her expression changes as something occurs to her.

SABINA:
     There must be another way out here. (brusquely) Tell the men to form a perimeter around the garrison walls.

TITUS (annoyed):
     Are you telling me what to do?

SABINA (impatient):
     I'm telling you how to keep them from getting away.

Titus thinks a moment, then nods.

TITUS:
     Give the order.

Sabina smiles and turns.

CUT TO

Josephus and his men file back inside the crypt, looking dejected as they stare at each other. Finally Josephus speaks.

JOSEPHUS (a statement more than a question):
     All the other exits are blocked too.

The men murmur in assent.

SOLDIER #2 (panics):
      We're going to die! (his voice rises to a scream) We're all going to--

Josephus elbows him in the face and he falls silent, clutching at his face.

Josephus looks up as he starts to recite.

JOSEPHUS:
     The Lord is my shepherd; I shall not want. He maketh me lie down in green pastures; He leadeth me beside still waters...

The men exchange worried looks; then, other voices begin to join in a disjointed chorus.

JOSEPHUS (and others):
     He restoreth my soul; He leadeth me in paths of righteousness for His name's sake. Even when I walk in the valley of Darkness, I will fear no evil for You are with me...

The voices start to fade as the shot of the crypt begins to fade.

JOSEPHUS AND HIS MEN (voices fading):
     May only goodness and kindness pursue me all the days of my life, and I will dwell in the house of the Lord for the length of days...

FADE TO BLACK, THEN DISSOLVE TO

A long shot of the temple. It's near sunset.

CUT TO

Xena and John are in front of the temple in mid-conversation.

XENA:
     He's playing it safe and he hasn't forgotten the bad blood between you two. But he does trust me. If we can use that to get him to trust you--

JOHN (snorts with contempt):
     As long as it's in his best interest.

XENA:
     Give him a chance. He might just surprise you.

Several pilgrims make their way up the stairs and inside the temple. Xena casts an inquisitive glance on them.

John notices Xena lost in thought.

JOHN:
     Something troubles you.

XENA:
     This temple should be closed off--or at the very least, better guarded.

JOHN:
     Why, what's wrong?

XENA:
     Bar-Giora's men could easily sneak in pretending to be simple worshipers, and you'd be none the wiser. I've done the same thing myself a couple of times. You could lose the temple to your worst enemy.

John stares at her, clearly impressed.

JOHN:
     You're a great strategist, Xena, I mean that. But there's a flaw in your thinking.

XENA (puzzled):
     What's that?

JOHN:
     You think that all people are the same.

XENA (with bitter irony):
     You mean, they're not.

JOHN:
     No. Israelites, even those like Bar-Giora and his lot, would never desecrate their temple like that. Only an outsider would think such a thing.

Xena's face darkens as she turns around and comes closer to John, standing face to face with him.

XENA:
     An outsider you asked for help.

Not wanting to incur the wrath of the warrior princess, John quickly backs down and puts his hands up as a symbolic white flag.

JOHN:
     I meant no offense, Xena. I know you're a great friend to the Israelites. But--you may not always understand our ways as we do. My people would never disrespect their God and His temple. Trust me--I know what I'm saying.

Xena nods, cooling off but still a little skeptical.

JOHN:
     I do want you to know how much we appreciate your being here. With your help, Josephus and I may still work things out.

XENA (with a touch of bitterness):
     If you'll listen to an outsider.

John is about to say something, but Xena shakes her head and continues in a normal tone.

XENA:
     That's all right--I understand.

She turns around and walks away.

John starts to go after her, but stops, deciding it's best to let her be.

CUT TO

The moon high in the sky.

CUT TO

Xena and Gabrielle in their quarters. Evening.

Xena stares out of the window and into the night. Her look is pensive. Footsteps can be heard in the background. Xena doesn't stir.

XENA:
     Finally got Darion to got to bed?

Gabrielle steps into view and up to Xena:

GABRIELLE:
     Yeah. Ever since that fight in the marketplace, he's been thinking of himself as my warrior prince.

They both chuckle at that before Xena goes back to her brooding gaze. Gabrielle takes note of it.

GABRIELLE:
     Something the matter?

XENA:
     I just don't know if we can do much good here.

GABRIELLE:
     Why do you say that?

XENA:
     A little chat I had earlier today with John.

GABRIELLE:
     What did he say?

XENA:
     The condensed version? I'm an outsider.

GABRIELLE:
     An outsider that he called on for help.

Xena smiles a little, obviously recalling that she said the exact same thing.

GABRIELLE:
     Don't let him get to you, Xena. We came here to do good and that's what we're going to do. We can't let the Romans take Jerusalem and just roll over these people. Look at everything they've built: this city, the temple--it's...magnificent. We can't let them lose it.

XENA:
     I know.

Gabrielle wraps her hand around Xena's. They stare out at the starry night sky as we...

FADE TO

The sun rising. A rooster crowing.

CUT TO

Outside Xena and Gabrielle's quarters. A big hand bangs on the door.

CUT TO

Inside the quarters. The knock is heard. Xena comes out of the bedroom, not in the highest of spirits after being so rudely awakened. She answers the door in her tunic.

On the other side of the door is John. Xena scowls a little; he enters, a look of urgency and alarm on his face.

XENA (brusquely):
     What do you want?

JOHN (looks at her, solemn):
     The Romans have taken the Yodfat garrison.

Xena's anger gives way to shock.

XENA:
     And Josephus?

JOHN:
     He's dead.

Off Xena's dismayed look as we...

FADE OUT

END OF ACT THREE