FADE IN

On a battle. Roman soldiers are fighting against a group of barbarian warriors in animal skins who look much like the ones we saw earlier in "Sisterhood". Swords clash, soldiers cry out on both sides as men are struck down.

Zoom in on a Roman who looks quite a bit older than his comrades, with thinning and graying hair, but is fighting as fiercely as the younger men. He strikes down a sword-wielding barbarian and starts to fight another, not noticing that yet another enemy is approaching from behind. As he spars with the barbarian in front of him, the one behind him hits him in the back with a club and the Roman falls to the ground.

The two barbarians grins, one raising his sword, the other his club.

The man who is holding the sword suddenly has it knocked out of his hand with a powerful blow of another sword. He whips around only to be downed with a swift kick to the chest and then knocked unconscious with another kick to the head. The club-wielding barbarian swings his club. The camera pulls back to show a woman with a sword, wearing Roman armor and a helmet. Her sword slashes at the barbarian's right hand, wounding him. He snarls and nearly drops the club but manages to swing it at the woman. She spins around with a furious yell and knocks the club from his hand, then kicks out both legs, using her sword as a pivot, and knocks him down just as the Roman starts scrambling to his feet.

Pull over to show the woman's face. It's Eve.

ROMAN (hoarsely):
     Thank you.

Eve nods in acknowledgment, then looks across the battlefield, obviously searching for someone. The camera follows her gaze to show Xena fighting.

CUT TO

Gabrielle and Haimon fighting in another part of the battlefield.

CUT TO

Eve running toward another area of the battlefield, only to stop short.

A woman warrior in gold armor stands in her path--a tall, beautiful black woman with wavy brown hair and a long scar across the right side of her face. She is pointing a sword at Eve.

WOMAN (sneers):
     Well, if it isn't my old friend--Livia.

CUT TO

Xena goes up against one of the stronger and more commanding barbarians, a powerfully built man with a long beard. He snarls at her and she snarls back with an equally deadly stare before he attacks her. She meets his sword several times and flips over him, preparing to stab him from the back. But he is one step ahead of her and he grabs her arm and spins her around so she is facing him again. She kicks him in the gut but he is unfazed. She swings her sword at him and he knocks it out of her hand. She staggers for a moment but quickly regains her footing. The barbarian attacks again.

Xena repels his attack, knocks him to the ground and runs her sword throw his chest as he bellows in mortal pain. Breathing hard, she looks around the battlefield, the camera following her gaze. We see Gabrielle and Haimon fighting in another part of the battlefield, and then Eve, fighting again.

Xena stands frozen for a moment, looking troubled and distracted.

A group of Visigoths are running up behind her, their leader swinging his sword.

Pan to Gabrielle and Haimon, who are fighting in another part of the field. Gabrielle is armed with a sword. She repels a barbarian's attack with her sword, then downs two more with a series of swift kicks.

The attack momentarily stopped, Gabrielle pauses to take a deep breath. Then she turns and looks toward where Xena is fighting.

Close-up on Gabrielle's face. She looks alarmed.

GABRIELLE (shouts over the noise of the battle):
     Xena!!!

Fade to black as everything goes completely silent for a moment.

DISSOLVE TO

We hear cheering and clapping. The screen lightens up from black onto a view of the Coliseum in Rome in the bright sun of daylight.

Writing fades onto the screen: Two Weeks Ago

The cheers erupt again.

CUT TO

Inside the Coliseum. The seats are filled with people, all cheering. The camera pans around to get a view of the crowd, then zooms in on the Imperial Box where the emperor sits. He is a man in his thirties with ash blond hair and a plump build, dressed in purple and gold robes. Several Roman senators and officials dressed in white sit behind him. He looks out over the cheering crowd, surveying the scene, looking very pleased. The crowd is clearly anxious for the gladiatorial games to begin.

The camera pulls back to show a soldier approaching the imperial box.

SOLDIER (nervous):
     Vitellius--emperor. We have a problem.

The emperor doesn't face them and continues to look at the crowd, but he looks annoyed.

VITELLIUS:
     What's the delay?

SOLDIER:
     Devlin, the new prisoner from Gaul who was supposed to fight--he's dead. (off Vitellius's angry look) Stabbed himself with his own sword just as he was about to be led out on the arena, Emperor.

VITELLIUS:
     So now the people of Rome are left without entertainment?

The soldier swallows nervously. An official behind Vitellius speaks up.

OFFICIAL #1:
     We'll just find someone else to take his place, Emperor. We have no shortage of--

VITELLIUS (turns around and snaps at the official):
     Someone? This was supposed to be a special treat, not just one of your run-of-the-mill gladiators.

OFFICIAL #2 (off-camera):
     I know about someone who could give us a special treat.

The emperor turns back to look at the official.

OFFICIAL #2:
      Zenobia.

VITELLIUS (thinks):
     Zenobia... The one who led an attack against Rome under Augustus?

OFFICIAL #2:
     The same.

VITELLIUS (surprised):
     She's alive?

OFFICIAL #2:
     Augustus sentenced her to life in prison when she refused to fight in the games.

VITELLIUS:
     What makes you think she'll fight now?

OFFICIAL #2:
     A month ago, she asked to be brought out into the arena. (chuckles) After eight years in a dungeon, I'd imagine she was starting to miss the fresh air. She's been training ever since.

VITELLIUS:
     What makes you think she'll fight now?

OFFICIAL #1 (anxiously):
     You think she's ready?

VITELLIUS:
     Ready or not--she'd better give us a good show.

CUT TO

Close-up of the woman we saw confront Eve in the teaser--Zenobia. Only the right side of her face is lit by daylight coming in from a window. She has a hard, determined look. The camera pulls back to show her holding a sword, pointing it in front of her. She's wearing a leather tunic. She is in a small nearly bare room, practicing battle moves.

Sounds of the door opening. Zenobia looks up. Pan to a guard standing in the doorway.

GUARD:
     It's your lucky day. You're on.

ZENOBIA (flippant):
     Short notice, isn't it?

GUARD:
     The emperor himself wants to see you fight. (menacingly) So you better not give us any trouble.

ZENOBIA (with an enigmatic smile):
     No trouble at all.

DISSOLVE TO

The Coliseum. The audience is clearly getting restless. Four gladiators, two armed with swords, one with a mace and one with a trident, are waiting in the arena. Pan up to zoom in on an annoyed-looking Vitellius.

Pan down to the arena. The doors to the arena open and the crowd stands up, clapping and cheering.

Zenobia, now wearing gold armor and a dark brown leather skirt and carrying a sword, comes out into the arena and stands expectantly. Her commanding presence silences the crowd for a moment. Then cheers erupt again.

Vitellius stands up and raises his hand. The spectators fall silent and take their seats.

VITELLIUS:
     Citizens of Rome! Today, for your pleasure, we will have a battle between four of the best gladiators in Rome and a ferocious warrior woman--Zenobia of Palmyra.

Close-up of Zenobia's face as she sneers slightly.

VITELLIUS:
     This woman once led an attack against the empire. She has been captured and held in prison since then. Now it's time for her to show us how good she really is-- (he pauses) and whatever made her think she could go up against Rome.

The crowd erupts in laughter. Close-up on Zenobia again as her expression hardens, then pan up to Vitellius as he raises his hand.

VITELLIUS:
     Let the games begin!!

Vitellius sits back down. The four men and Zenobia stare hard at each other and then the fight begins. The four men advance on Zenobia, trying to surround her. One of them charges her but she avoids the blow and their swords clash. Zenobia does a dazzling spin and kicks the trident out of another gladiator's hand even as she runs through the man who charged her. He falls down dead.

The crowd cheers. Zenobia snarls and attacks the other three men. The man who was wielding the trident bends to pick it up but she cuts him down just as he starts to raise it; then she spins around and delivers a kick in the gut to the man with the mace, making him stagger. He charges her again, as does the remaining swordsman. She leaps and kicks out her feet, sending both men to the ground. The cheers of the crowd grow louder and louder. The man with the mace gets up and swings at Zenobia. Vastly superior in skill, she deftly avoids his blows, then charges and thrusts her sword forward, running it through his gut. He screams and falls dead.

The last man standing looks at Zenobia, clearly frightened. He's breathing heavily; sweat is running down his forehead.

The cheers get louder. Close-up of the emperor, who looks pleased.

The man turns to flee from Zenobia. The crowd boos loudly. Zenobia flips over the man and lands in front of him. He looks terrified and offers only a feeble defense as she charges. They spar briefly before she disarms him and knocks him down with a kick, then slowly moves the tip of her sword to his throat. A close-up on the man's face. He trembles, terrified.

Zoom in on Zenobia as she looks up at the emperor. Extreme close-up of Zenobia and then of Vitellius as their eyes meet.

The camera pulls back to show the crowd, which is cheering Zenobia and jeering her opponent. A chant of "Kill him! Kill him!" goes up.

The emperor slowly begins to extend his hand out, his thumb starting to go down.

Pan to Zenobia as she glances down at the whimpering warrior at her feet, then up at the emperor. She bends down and reaches into her boot.

Pan up to an extreme close-up of the emperor's hand with the thumb pointed downward. A thud and a choked gulp is heard, and the emperor's hand drops limply.

Pull back to show the hilt of a small dagger protruding from Vitellius chest, right over his heart. His eyes glaze over and he slumps over, dead, blood seeping from around the blade. The senators and officials behind him gasp and leap to their feet.

Pan to a medium close-up of Zenobia as she lowers her arm, a satisfied smirk on her face. An eerie hush falls over the crowd. A wide shot of the amphitheater, with Zenobia standing in the middle of the arena and the officials and senators hovering over the dead emperor.

DISSOLVE TO

Inside the Imperial Palace, in a large, open room decorated with marble busts of past emperors and generals. A group of Roman senators and officials, including the ones who were in the imperial box with Vitellius, are standing around. Among them is a middle-aged man with rugged features and graying hair, dressed in white and gold robes.

MAN:
      So, then, Vitellius--

SENATOR #1:
     Vespasian, there was no saving him. The bitch got him right in the heart (shakes head) --perfect aim.

VESPASIAN:
     And Zenobia has escaped.

SENATOR #2:
     We have people looking for her all over Rome. She couldn't have gone very far, but-- (he spreads his arms apologetically)

There is a long pause.

SENATOR #1:
     Rome can't remain without an emperor for long, especially not after all the turmoil we've been through these past months. (looks at Vespasian) The empire needs a man like you at the helm. The Senate will back you up.

VESPASIAN:
     If duty calls, I'll answer. Vitellius has neglected too many important things--like the threat from the Visigoths.

SENATOR #3:
     So far they've only attacked a few small villages in the Dalamatia province--but we've received reports that they're setting their sights on Moesia.

SENATOR #1:
     Our largest and wealthiest colony on the Adriatic--Vespasian, if they take it--

VESPASIAN (grimly):
     They won't take it. (he stares into the distance) We have to act now--before they can become too powerful.

Close up of Vespasian's face as we:

FADE OUT

END OF TEASER