FADE IN

The city square. Xena looks fierce, like a wild animal ready to pounce on her prey.

Paeonis smiles.

PAEONIS (hissing):
     Give me your best shot.

The camera pulls around to show that Gabrielle is in the crowd closely behind Xena, ready to jump in if necessary.

XENA:
      A-la-la-la-la--shee-ya!

Xena runs toward the platform, launches herself into a flip and lands in front of Paeonis, drawing her sword. Paeonis extends his hand and Xena suddenly seems to run up against an invisible wall. Her own sword starts to turn toward her. Xena struggles as its sharp end is pointed at her shoulder. Paeonis smiles; he doesn't even seem to be breaking a sweat.

The tip of the sword moves closer to Xena's shoulder. With all her strength, she tries to push it back but it scrapes her shoulder, drawing blood.

Pan to Gabrielle, who seems ready to surge forward; then back to Xena, who finally manages to wrench the sword away from herself but drops it as she does so.

With a flick of his wrist, Paeonis sends Xena flying through the air and landing hard on the boards of the platform. She scrambles to her feet, breathing heavily, blood dripping from her shoulder. Her sword is lifted off the ground and flies toward Paeonis, who catches it and grins.

PAEONIS:
     I think you've more than met your match.

He twirls the sword in his hand. With a furious yell, Xena takes her chakram off her side and throws it at Paeonis. It flies through the air, then stops right in front of his face.

A quick pan over the crowd as the people gape, open-mouthed. Gabrielle looks alarmed. The chakram remains suspended in the air in front of Paeonis.

PAEONIS:
     You can have it back.

Then the chakram hurtles back towards Xena at super speed as Xena's eyes widen. She manages to catch the chakram.

PAEONIS (laughs):
     Not bad. (shakes his head as Xena advances toward him) You're a glutton for punishment, aren't you?

He and Xena slowly circle each other; then, while Xena's back is to the palace gate behind the platform, Paeonis shoots out his hand again; the wave of energy sends Xena flying back. She slams into the palace gates and falls. She's out cold.

GABRIELLE:
     Xena!

She rushes up the platform steps and to Xena's side. Paeonis watches in amusement.

PAEONIS (to the guards):
     Put her in chains!

The guards nod and head towards the unconscious Xena. Gabrielle turns around and twirls her sais, prepared to fend them off.

PAEONIS (shakes his head):
     I see that you still haven't got the point.

The sais fly out of Gabrielle's hands and then turn around so that they point directly at her.

PAEONIS:
     I wouldn't move if I were you.

The guards pick up the still-unconscious Xena and chain her hands; two others grab Gabrielle and chain her up as well. The sais fall helplessly to the ground.

PAEONIS (to the guards):
     Put them in the dungeon.

The camera zooms in on Gabrielle as the guards hustle her away.

CUT TO

A cell in the dungeon. It is half-dark, only a little daylight coming in through the barred window; the camera pans over the grimy, damp stone walls. Xena and Gabrielle are both shackled to the wall by their arms. Gabrielle is sitting up while Xena is slumped, still unconscious.

Medium close-up on Xena as she opens her eyes and stirs. Gabrielle turns towards her.

GABRIELLE (softly):
     Hey.

Xena looks up at her, smiling feebly, then looks around.

XENA:
     Well, that didn't work out exactly as I planned.

GABRIELLE (shaking her head):
     We had no way of knowing he was so powerful.

XENA (nods, looking a little bewildered and defeated):
     No...

GABRIELLE:
     Xena--back when you were fighting him in the city square--

XENA (bitterly):
     You mean, when I was getting my butt whipped.

GABRIELLE:
     Come on, Xena--don't blame yourself for this. When you were trying to fight him--did it--

She falls silent as the door opens with a screech.

Paeonis enters the jail cell; he is holding Xena's chakram and her sword as well as Gabrielle's sais. He directs his gaze at an unlit torch mounted into the wall, and it suddenly flares up, lighting up the cell.

Xena scowls at him. Paeonis smiles as he spins around Xena's chakram, throws it up in the air and catches it.

PAEONIS (looks at them):
     Well. If it isn't the Warrior Princess and the Battling Bard.

Xena and Gabrielle don't seem too thrilled to be recognized.

PAEONIS:
     I've heard many stories about you two. It's often hard to tell what is truth and what is legend--but you are certainly no fans of the gods and their cruelty. (He comes closer to them, letting the sword, the chakram and the sais clatter down to the floor, and folds his arms on his chest) You've often battled against the gods in the past--especially Ares, God of War. Isn't that true? (Xena glares at him silently.) You were also good friends with Eli. I've always been a great admirer of his. Humanity doesn't need the gods--isn't that what Eli taught?

GABRIELLE (bitter):
     Eli taught that we must fight their enemies with love--not with violence. His message was one of peace.

PAEONIS (chuckles, looking at Gabrielle):
     And look what happened to him. (pan to Gabrielle, who purses her lips angrily.) Come, Gabrielle--where's the sense in repeating Eli's mistakes? I know I was given these powers for a special purpose--to free mankind from the shackles of the gods.

XENA (glances at her chained hands):
     No pun intended, I'm sure. (Quick pan to Paeonis, who manages a wry smile.) You know, Paeonis, if you really wanted to free the people, you would show them that they can manage their lives without the gods. You'll be no better than the gods if you rule these people in fear. (Hesitates for moment) Maybe worse.

Paeonis walks towards Xena, staring directly at her.

PAEONIS (lowers his voice to a near-whisper):
     Ah, but fear has its uses.

A chain attached to the wall, its other end lying on the floor, suddenly starts to move. Then it flies up and wraps around Xena's neck, choking her. Xena struggles to bring her hands to her neck as she gasps for air.

Gabrielle cries out in horror.

GABRIELLE (screaming):
     Stop it. Stop it!

Gabrielle struggles with her chains.

PAEONIS (laughing, looking at Gabrielle):
     Your friend needs to be taught a lesson.

Despite her hands being chained to the wall, Xena manages to grab the chain that is choking her. She struggles as she tries to pull it back, making a little progress. Slowly but surely she manages to get it further away from her neck. Paeonis exhales, obviously letting up the pressure, and the chain falls limp. Xena looks relieved as she gasps for breath.

PAEONIS (raising an eyebrow):
     I'm impressed.

He walks away from them and towards the door. Then he stops and turns, staring intently at Xena and Gabrielle. Their chains fall off. Stunned, they stare at Paeonis, rubbing their wrists.

PAEONIS:
     No matter what you may think, Xena, I'm no tyrant. I have no need to keep you here. (He looks on as the two women get up gingerly.) I've ordered the guards to let you leave the prison--I'm even giving you your weapons back.

He stands back while Xena picks up the sword and slides it into the scabbard, then picks up the chakram and hangs it at her belt.

PAEONIS:
     I suggest an alliance. You have fought the gods before, I am fighting them now. Together, we could win. (Offhand) Of course, I will win anyway. But it will be a lot easier for all involved if we co-operate--don't you think?

XENA:
     No, I don't.

PAEONIS (softly):
     It's the best offer you're going to have, Xena. (with subtle menace) Join me--or stay out of my way.

CUT TO

The corridor of the prison. Xena and Gabrielle walk out of their cell, Xena rubbing her neck. Gabrielle touches her shoulder.

GABRIELLE (softly):
     You okay?

XENA:
     This is only the beginning.

Hearing a noise, she looks up. Two guards are dragging a prisoner down the corridor toward them.

GUARD #1 (nods toward the door of the cell Xena and Gabrielle just came out of):
     Put him in there.

The man looks up; it's Straton.

GABRIELLE (gasps):
     Straton! (to the guards) What did this man do?

GUARD #2:
     He wouldn't renounce his gods.

STRATON (desperately):
     Please, Xena--help my wife! Help my children!

Xena reaches for her sword but Gabrielle puts her hand on Xena's arm.

GABRIELLE (whispering):
     No. Xena, we can't afford to get arrested again.

Xena stands still, her hand still on the hilt of her sword, her jaw clenched; it is obvious that she hates feeling so helpless.

GABRIELLE (softly):
     Xena... (She points down the corridor. We see Paeonis standing at some distance, staring at them, his arms folded on his chest.)

XENA (lowers her hand, grimly):
     Come on--lets get out of here.

CUT TO

A street in the city. It is dusk and there are few people around. Xena and Gabrielle walk along the street, Xena staring pensively ahead of her.

GABRIELLE:
     Xena, back at the city square, when Paeonis was using his powers against you...did it remind you of-- (trails off)

XENA (staring straight ahead of her, speaks very quietly):
     Hope? (off Gabrielle's gasp) That's what you meant, isn't it?

She stops and turns to look at Gabrielle, who stops as well and nods.

GABRIELLE:
     Hope had the same abilities--the same powers... (she tosses her head as if trying to shake off the memories)

XENA:
     And Paeonis is waging war on the Olympian gods.

GABRIELLE (aghast):
     You mean--he might be--? (shakes her head) It can't be happening again...if he is Dahak's child, why would he admire Eli?

XENA (shrugs):
     It could be just a ploy to win us over. (thoughtfully) But--somehow, I don't think he is. (after a brief pause) I just wish we knew how Paeonis got his powers. (she rubs her neck instinctively) There is something we're not seeing here--some missing piece of the puzzle.

FEMALE VOICE (off-camera):
     I can tell you what it is.

Xena and Gabrielle stop and turn around, startled. Facing them is old woman we saw in the teaser--Paeonis' mother.

XENA (looks at her warily):
     What can you tell us?

OLD WOMAN:
     Paeonis' secret. You see, I'm his mother. Around here they call me Budeya.

XENA (still mistrustful):
     So what's his secret?

BUDEYA (matter-of-fact):
     Paeonis is the son of a god. (after a pause) One of the Olympians.

Xena and Gabrielle exchange a shocked look.

XENA:
     Which one?

The camera zooms in on the old woman.

BUDEYA (sternly):
     Ares, God of War.

Close-up of Xena's face, staring at Budeya in shock as we:

FADE OUT

END OF ACT TWO