Fool me twice...
Script created with Final Draft by Final Draft, Inc.

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          Disclaimer: I don't own any of the characters featured in this
          story. This is for entertainment purposes only. Content: This
          story features some extreme violence
          Description: Xena and Gabrielle deal with consequences of Xena's
          past while trying to defeat an insidious foe in the present.
          If you'd like to send me any comments, my e-mail address is
          drkevans@yahoo.com. 
                               XENA: WARRIOR PRINCESS
                                 "Fool me twice..."



                                     BY TOXIC64



                                       TEASER

               FADE IN:

               INT. DUNGEON - DAY

               Xena and Gabrielle lie on the grungy floor unconscious and
               without their weapons.  They're chained up.

               Xena awakes with a stir.  She looks pissed.  She tries to
               free herself from her chains by pulling on them.  The
               rattling wakes Gabrielle.  She looks at their surroundings,
               groggy. 

                                   GABRIELLE
                         Where are we?

                                   XENA
                         Dungeon.

               Gabrielle realizes they're in chains.

                                   GABRIELLE
                         What's happened?

                                   XENA
                         Yleina played us.  She had her men
                         knock us out.  Why -- I don't know.

               Gabrielle sits up.  She sees a large group of warriors
               building something through a window with bars.  Xena notices.

                                   XENA
                         What do you see?

                                   GABRIELLE
                         A lot of warriors.

                                   XENA
                         Can you tell how many?

                                   GABRIELLE
                         Hmm... hundreds, maybe thousands.

               A beat as Xena grimaces.

                                   XENA
                         We gotta get outta these chains.

                                   YLEINA (O.S.)
                         Don't worry.  You'll be out of them
                         soon enough.

               And in walks YLEINA with about a dozen men.

                                   XENA
                         What are you up to?

                                   YLEINA
                         That's none of your business.

                                   GABRIELLE
                         Why are you doing this?  We were
                         trying to help you.

               Yleina looks at Gabrielle, rueful.

                                   YLEINA
                         I know.  I really wished I could
                         have left you out of this.
                             (turns to face Xena)
                         But as for you, Xena... I owe you
                         nothing but pain.  My mother may
                         have forgiven you, but I haven't. 
                         My people had it pretty bad under
                         Augustus' rule, but when Livia came
                         into power -- you know, your
                         daughter -- well let's just say we
                         thought we knew what pain was
                         before she came along.
                             (bitter smile)
                         Like mother, like daughter.  I 
                         didn't have to work hard to
                         convince you to come with me at
                         all.  All it took was a sob story
                         about how I was one of your victims
                         from the past and you fell for it.

                                   XENA
                         You're not a victim.

                                   YLEINA
                         That's right, I'm not.

               Yleina throws a cruel smile Gabrielle's way.

                                   YLEINA
                             (to her men)
                         Take them outside.

               Yleina's men go for Xena and Gabrielle as :



                                    END OF TEASER
                                       ACT ONE

               FADE IN:

               EXT. TORTURE AREA - DAY

               Yleina's men drag Xena and Gabrielle towards a smorgasbord of
               dangerous contraptions.  There are four wooden ponies here as
               well.

               Yleina walks up behind her men.

                                   YLEINA
                         Chain Gabrielle up.

               Several men chain Gabrielle to a wooden pony.  Xena watches,
               silently afraid for her partner.  Yleina watches Xena.  She
               smiles.

                                   YLEINA
                         Position Xena so she can watch.

               The men do as they're told.  Xena struggles, but she has a
               dozen men holding her down.

                                   YLEINA
                         Do it.

               A man rips Gabrielle's skirt off.  She tries to break free of
               her restraints, but can't.

               A man moves to touch her.

                                   GABRIELLE
                         Don't touch me!  No!  Don't --

               He smacks her.  He then proceeds to rape and beat her along
               with another man (O.S.).  We hear Gabrielle's screams
               throughout the beating and rape.

                                   GABRIELLE
                         XENA!!!

               Xena becomes enraged.  She struggles against her captors,
               even knocking a few around, but she fails again.  It's
               certainly not for lack of effort because Xena put up one
               helluva fight; she just has too many men on her.

               Yleina watches Xena through out Gabrielle's ordeal, smiling
               at her.

               EXT. TORTURE AREA - LATER

               Gabrielle lies on the ground, battered and bloodied, and for
               all intents and purposes, dead.

               Xena looks at her body, heartbroken, as she's being forced on
               a wooden pony by several men.

               One of the men moves to strip Xena of her clothing when:

                                   YLEINA
                         No!  I'm doing this one.

               The man backs off.

               Yleina grabs a spear, heads for Xena.  Xena's eyes widen ever
               so slightly.  She still puts the ool in cool.

               Yleina continues toward Xena, then stops when she's a few
               inches from her.  She looks at the spearhead, fondles it.

                                   YLEINA
                         Even I'm not that sadistic.

               She snaps the spearhead off with her hand and continues
               toward Xena.

               EXT. FOREST - MOMENTS LATER

               Xena screams so loudly that she causes the birds in the trees
               to come flying out.

               EXT. ROADSIDE - DAY

               Yleina and her men ride along.  They toss Xena and
               Gabrielle's bodies out onto the road without pause.

               Xena and Gabrielle's bodies roll down a hill by the road.

               EXT. LAKESIDE - CONTINUOUS

               Xena and Gabrielle's bodies land.  They both look like
               goners.

               A wolf comes strutting over to them.  He sniffs Xena's foot. 
               This prompts Xena to kick him in the chest, sending him
               flying into the lake.

               Xena comes to, grabs her head.  She sees Gabrielle a couple
               of feet away from her, unconscious.  She crawls to her.

                                   XENA
                         Gabrielle?  Gabrielle?

               Xena grabs Gabrielle's wrist. Checks for a pulse.  She looks
               relieved.

               Gabrielle comes to.  Xena tries to hold her.  Gabrielle pulls
               away.  Xena looks hurt.

                                   GABRIELLE
                             (surprised)
                         We're alive.

                                   XENA
                         They probably thought they beat us
                         to death.

                                   GABRIELLE
                             (rubs head)
                         Sure feels like they did.

               Xena looks at Gabrielle as though she's sorry for something.

                                   XENA
                         I'm so sorry, Gabrielle.  I was so
                         focused on trying to make amends
                         for my past that I nearly got us
                         both killed.

               Xena tries to put her hand on Gabrielle's shoulder for
               support, but much to Xena's chagrin, Gabrielle pulls away
               again.

                                   GABRIELLE
                         This isn't your fault.  You were
                         just trying to do the right thing. 
                         Yleina took advantage of that.

               Xena stands up.  She tries to help Gabrielle do the same, but
               gets a:

                                   GABRIELLE
                         I can do it myself.

               And she does.

                                   XENA
                         We have to get to Rome.

                                   GABRIELLE
                         Why?

                                   XENA
                         To check out Yleina's story.  If
                         I'm right, then Yleina was lying
                         about Claudius attacking Brittania,
                         which means that Rome may be in
                         trouble.

               Xena sets off.  Gabrielle follows behind her.

                                   GABRIELLE
                         Wait, let me get this straight: you
                         wanna help Rome?

               Xena stops.  Gabrielle's question gives her pause.

                                   XENA
                         Yeah, yeah, I guess I do.  Boy,
                         there really is a first time for
                         everything.

               The girls keep on.

               EXT. CAESAR'S PALACE - DAY

               Various people go by chatting and conducting their business.

               INT. CAESAR'S PALACE - PRIVATE BATH HOUSE - CONTINUOUS

               CLAUDIUS, a man in his late thirties/early forties and his
               wife, AGRIPPINA (she has long, red hair) , who looks a decade
               younger are locked in a passionate kiss, the water covering
               their unmentionables.

               A SHADOWY FIGURE wearing a black cloak watches them from
               behind some pillars.

               A beat and they break their embrace.  Footsteps can be heard
               in the background.  They're not the Shadowy figure's, but
               they do make him take off in a hurry.

               A MESSENGER (owner of the footsteps) comes in.  Claudius
               looks angry.

                                   CLAUDIUS
                         How dare you enter my bath without
                         announcing yourself.

                                   MESSENGER
                         I'm sorry, emperor Claudius.  I
                         have a message for you.  It's from
                         Xena.

               Agrippina's jaw drops, but she covers quickly.  Claudius
               takes the scroll from the Messenger.

                                   CLAUDIUS
                         Leave.

               The messenger bows, then goes.

               Claudius opens the scroll.

                                   AGRIPPINA
                         What does it say?

               SERIES OF SHOTS

               1) Xena tending to Gabrielle's wounds on a boat.

               2) Gabrielle tending to Xena's wounds.

               3) Xena and Gabrielle shop for new clothes in a Roman shop
               (their wounds are completely healed).

               END SERIES OF SHOTS

               INT. CAESAR'S PALACE - MEETING HALL - DAY

               It's very opulent and plush. Claudius and Agrippina sit in
               awe-inspirirng thrones.

               Xena and Gabrielle enter.  Xena's wearing an outfit similar
               to the one she wore in the Herc trilogy.  The difference: no
               cape.  She only has a sword.  

               Gabrielle wears a short black sport top and matching skirt. 
               She carries chobos in lieu of her sais.

               Also of note: Xena and Gabrielle don't stand as close to each
               other as they usually do.

                                   CLAUDIUS
                             (smiles)
                         We were wondering when you two
                         would arrive.  You sent word that
                         you had some important news to
                         discuss with us.

                                   XENA
                         Yes.  I think it's safe to say 
                         that Britannia is planning to
                         attack Rome.

               Agrippina gasps.

                                   XENA
                         What?

                                   CLAUDIUS
                         Brittania's already attacked.  Not
                         Rome directly, but lands we occupy
                         in Britannia.  Suetonius Paulinus 
                         recently informed me that Londinium
                         was taken by the rebels.

               Claudius and Agrippina's son, NERO, enters.  He's a strapping
               young man of fourteen.

                                   NERO
                         Father, you --

               He eyes Xena and Gabrielle, with emphasis on Gabrielle.  He
               smiles when he sees her.

                                   NERO
                         I'm sorry, I didn't know you had
                         company.

                                   CLAUDIUS
                         It's alright.  You can stay.  Xena,
                         Gabrielle, this is my son, Nero.

                                   NERO
                             (smiling at Gabrielle)
                         It's nice to meet you.

               They smile and nod his way.  

                                   CLAUDIUS
                             (to Xena)
                         Do you know who's behind these
                         attacks?

                                   XENA
                         You mean you don't know?

                                   CLAUDIUS
                             (shakes head)
                         I'm afraid not.  I know the Britons
                         don't like being under our rule,
                         especially after Livia, but I've
                         taken great pains to rectify the
                         situation.

                                   GABRIELLE
                         Have you given them their country
                         back?

               A beat to indicate Claudius has not.  Gabrielle looks
               disappointed.

                                   XENA
                         Yleina is responsible for the
                         attacks.

               Agrippina is taken aback by the mention of the name.  Xena
               notices.  Claudius doesn't look like he recognizes the name.

                                   CLAUDIUS
                         I'm sorry, I've never heard of her.

                                   XENA
                         She's one of Boadicea's daughters.

               A beat, then:

                                   CLAUDIUS
                         Oh yes, now I remember.  I thought
                         both of them died when they were
                         forced into slavery.  At least
                         that's what I was always told.  Is
                         it possible that it's an imposter?

                                   XENA
                         No.  She looks too much like her
                         mother.

               That's not what Claudius wanted to hear.

                                   CLAUDIUS
                         And the other one -- is she still
                         alive?

                                   XENA
                         I don't know, but I think your wife
                         might have an idea.

               Everyone's eyes fall on a stunned Agrippina.



                                   END OF ACT ONE
                                       ACT TWO

               FADE IN:

               INT. CAESAR'S PALACE - MEETING HALL - DAY

               Where we left off.

                                   AGRIPPINA
                         I don't know what you're talking
                         about.

                                   XENA
                         Yes you do, I saw your face.

                                   CLAUDIUS
                         Xena, you're being ridiculous.  How
                         would Agrippina know anything about
                         Boadicea's other daughter?

                                   NERO
                         I think you need to leave now,
                         Xena.

               Xena doesn't budge an inch.  She just keeps looking at
               Agrippina.

                                   XENA
                         You, your husband, and your son are
                         gonna lose everything unless you
                         come clean with me.

                                   NERO
                         Enough.

               Nero draws his sword.  Xena isn't concerned at all by this. 
               Nero advances toward Xena. Gabrielle comes to her defense.

                                   XENA
                         Stay outta this, Gabrielle.

               Gabrielle backs away.

               Xena steadies herself for a fight. Claudius looks fed up.

                                   CLAUDIUS
                         Guards!

               We hear footsteps.

                                   AGRIPPINA
                             (to Xena)
                         Alright, I'll tell you everything! 
                         Everybody, just calm down.

               The guards enter.  Claudius gestures for them to leave, and
               they do.

                                   XENA
                         Alright, Agrippina, let's have it.

                                   AGRIPPINA
                         I'm Boadicea's other daughter.

               Everyone's jaw drops, save for Xena's.  Claudius in
               particular is flabbergasted.

                                   CLAUDIUS
                         I... you never --

                                   AGRIPPINA
                         I know how Romans feel about
                         Britons.

               Claudius looks hurt.

                                   CLAUDIUS
                         You could've been from Gaul and it
                         wouldn't have mattered to me.  I
                         love you.

               Agrippina's touched.

                                   CLAUDIUS
                         Have you told me your real name?

                                   AGRIPPINA
                         Agrippina is my real name.  Now.  I
                         was born as Callia, the eldest
                         daughter of Boadicea and
                         Prastaugus.  One of my masters
                         didn't like my slave name, so he
                         changed it.  Sometimes, I'd forget
                         my name used to be Callia and I
                         used to be a princess, then when
                         I'd be washing the floors, or
                         performing some other slave duty,
                         I'd remember.

               Claudius, Gabrielle, and Nero go all softie; Xena seems
               unmoved.

                                   NERO
                         Oh, mother --

                                   XENA
                         Have you had any contact with your
                         sister since you parted ways?

                                   AGRIPPINA
                         No.  No, she never had much use for
                         me.  I wasn't much of a fighter
                         like her and my parents.  Though
                         back when we were slaves she used
                         to always talk about taking back
                         the West Midlands.  Our grandmother
                         died there.

               Claudius looks frightened.

                                   CLAUDIUS
                         Suetonius Paulinus was right.  He
                         had informed me that a string of
                         attacks have been made by some
                         woman and her army, and that he
                         thinks they'll be hitting the West
                         Midlands soon.

                                   NERO
                         Father, surely this can't be that
                         much of a problem.  How big of a
                         threat can a former slave be?

                                   AGRIPPINA
                         Don't talk about your aunt that
                         way.

                                   XENA
                         That former slave has an army of
                         over a hundred-thousand.

               Everyone, save for Xena and Gabrielle, is taken aback.

                                   CLAUDIUS
                             (to Agrippina)
                         Maybe if she knew you and Nero were
                         here, and happy, she'd change her
                         mind.

                                   XENA
                         No, she won't.

                                   AGRIPPINA
                         Xena's right.  Yleina has her heart
                         set on defending our people.

               Claudius looks even more fearful.

                                   XENA
                         Claudius, if you give me control of
                         your men in Britannia, I can stop
                         Yleina.

               Nero snorts at Xena's request.

                                   CLAUDIUS
                         Yes, of course.  Suetonius is on
                         his way to the West Midlands.  I'll
                         send word to him that you're coming
                         and he's to give you complete
                         control.

                                   NERO
                         Father, you can't be serious. 
                         You're going to give Suetonius and
                         his men orders to follow Xena, a
                         woman who has shown nothing but
                         contempt for Rome?
                             (off Xena's look)
                         Yes, I've read about your dealings
                         with Pompey, Crassus, and Caesar,
                         not to mention what you did to
                         Caligula.

                                   CLAUDIUS
                         That's enough.  Xena did a good
                         thing by getting rid of Caligula. 
                         The man was a raving lunatic, you
                         saw so yourself.

               Xena sneers in Nero's direction before she and Gabrielle turn
               to leave.  They stop when:

                                   CLAUDIUS
                         Xena?

                                   XENA
                             (turns around)
                         Yes?

                                   CLAUDIUS
                         How'd you get involved in all of
                         this, anyway?

               A beat.

                                   XENA
                         It doesn't matter.

               Xena and Gabrielle walk off.

               INT. BOAT - ROOM - NIGHT

               Xena sharpens her sword.  Gabrielle writes on her scroll. 
               She looks at Xena.

                                   GABRIELLE
                         Do you trust Callia?

                                   XENA
                         I'm not sure yet.  Yleina fed us a
                         load of horse manure and look what
                         happened. Callia could be doing the
                         same thing.

                                   GABRIELLE
                         Everything Yleina said about her
                         past seems to be true.  She just
                         lied about her intentions.

                                   XENA
                         No.  She told us her sister was
                         dead.

                                   GABRIELLE
                         She said that an ex-slave told her
                         that.
                             (off Xena's look)
                         I'm not being naive.  I'm just
                         saying there's a possibility that a
                         mistaken ex-slave could've told her
                         that.

                                   XENA
                         I don't buy it.

                                   GABRIELLE
                         What I don't get is how someone
                         like Claudius ended up with Callia. 
                         Granted, she used to be royalty,
                         but he didn't know that.  He
                         thought she really was just a
                         slave.

                                   XENA
                         You can't help who you fall in love
                         with.

               Xena and Gabrielle share a knowing look.

                                   GABRIELLE
                         Are we doing the right thing,
                         helping Rome?

                                   XENA
                         Of course we are.  After what
                         Yleina did -- you shouldn't even
                         have to ask.

                                   GABRIELLE
                         I'm not saying what Yleina did to
                         us wasn't wrong; I know it was,
                         but...

                                   XENA
                         But what?

                                   GABRIELLE
                         She did lose everything and it is
                         Rome's fault. Under different
                         circumstances, we'd be helping her
                         free her people, but because of
                         what she did to us --

                                   XENA
                         She had her chance.  We were
                         willing to help her and she
                         brutalized us for hours. 
                         Everything bad that happens to her
                         she deserves.  I can't believe this
                         is even an issue.

                                   GABRIELLE
                         I know, but --

                                   XENA
                         If you don't wanna fight, you don't
                         have to.

               Xena puts her hand on Gabrielle's shoulder for support.

                                   XENA
                         I'll understand.

               Gabrielle removes Xena's hand from her shoulder and walks
               away from her.  Xena looks like she's about to cry.

                                   GABRIELLE
                         I can't let you fight alone.

                                   XENA
                         I won't be alone.  I'll have
                         several Roman legions backing me
                         up.

                                   GABRIELLE
                         That's not what I meant.

                                   XENA
                             (half-smile)
                         I know.

               Gabrielle turns to face Xena and returns the half-smile.

               INT. CAESAR'S PALACE - BEDROOM - NIGHT

               Claudius and Agrippina lie in bed.  Claudius is asleep. 
               Agrippina's awake, looking up at the ceiling.  

               She looks disturbed by something, looks over at the knocked
               out Claudius.  She gets out of bed, heads for the door...

                                   CLAUDIUS (O.S.)
                         Where are you going?

               Agrippina stops dead in her tracks.  She turns to face
               Claudius.

                                   AGRIPPINA
                         I was going for a walk.  I can't
                         sleep.

               Claudius sits up.

                                   CLAUDIUS
                         Would you like to talk?

                                   AGRIPPINA
                         About what?

                                   CLAUDIUS
                         About what?  You just found out
                         that your sister is alive and
                         planning to attack us.

                                   AGRIPPINA
                         Oh. I suppose that was a bit of a
                         shocker, wasn't it?

                                   CLAUDIUS
                         More than a bit, I'd say.  Were you
                         and your sister close?

                                   AGRIPPINA
                         We were... once upon a time.

                                   CLAUDIUS
                         So you wouldn't mind if she died?

                                   AGRIPPINA
                         I'm not sure I follow.

                                   CLAUDIUS
                         Well Xena's after her... I don't
                         know if you're familiar with her
                         past --

                                   AGRIPPINA
                         I'm well aware of what Xena does
                         and has done.

                                   CLAUDIUS
                         Then I think you know as well as I
                         do that Yleina is a dead woman.

                                   AGRIPPINA
                         Think so, huh?

                                   CLAUDIUS
                         Of course.  Did you see Xena's face
                         when she came here?  I was worried
                         my head was on the chopping block.

               Agrippina looks broken.

                                   CLAUDIUS
                         I'd ask Xena to spare her for your
                         sake, but she's too much of a
                         danger to Rome.  Besides, I don't
                         think Xena would anyway.

                 She turns to leave, somewhat distraught.

                                   CLAUDIUS
                         Now where are you going?

                                   AGRIPPINA
                         I think Nero should know that he
                         may be losing an aunt.

               Agrippina exits.

               INT. CAESAR'S PALACE - NERO'S BEDROOM - NIGHT

               Nero sits on his bed, playing his fiddle.  There's a knock at
               the door.

               He opens it.  It's Agrippina.  She enters, closes the door
               behind her.

               They look at each other, longing in their eyes.  Nero takes
               Agrippina in his arms and they kiss.



                                   END OF ACT TWO
                                      ACT THREE

               FADE IN:

               INT. CAESAR'S PALACE - NERO'S BEDROOM - NIGHT

               Nero and Agrippina break their kiss.

                                   NERO
                         You're the best mother in the
                         world.

                                   AGRIPPINA
                         And don't you forget it.  Did you
                         do what I asked?

                                   NERO
                         Yes, ma'am.  Xena and her
                         girlfriend aren't gonna know what
                         hit 'em.

               Agrippina kisses Nero.

                                   AGRIPPINA
                         Good boy.  Hopefully they die this
                         time.

                                   NERO
                         I like the blonde one.
                             (stroking his flute)
                         She seems so pure and chaste.

               Agrippina seems a little disturbed, but Nero doesn't notice.

                                   AGRIPPINA
                         Stop it, you're gonna make me
                         jealous.

                                   NERO
                         You've already made me jealous.

                                   AGRIPPINA
                             (sighs)
                         Not this again.

                                   NERO
                         I hate seeing you with Claudius.

                                   AGRIPPINA
                         I told you it's all a part of my
                         plan.  I promise you this won't be
                         going on much longer.  After we've
                         washed our hands clean of Claudius
                         and Xena, we'll go after Livia. 
                         Now, forget about the blonde, she's
                         worm food.

               Agrippina turns to leave.  Nero grabs her.

                                   NERO
                         You mean we're not gonna...

               Nero smiles.  A beat as Agrippina catches on.  She returns
               Nero's smile.

               She kisses him.  They fall back onto his bed.

               INT. BASEMENT - NIGHT (FLASHBACK)

               A younger Agrippina fast asleep on a cold floor.  A hand
               comes into view, shakes her awake.  It's Yleina.  They
               whisper throughout this scene.

                                   AGRIPPINA
                         What's going on?

                                   YLEINA
                         I'm leaving, and I want you to come
                         with me.

                                   AGRIPPINA
                         Are you crazy?  Do you even
                         remember what happened the last
                         time we tried to escape?

                                   YLEINA
                         I don't care.  I can't stay here
                         anymore.

                                   AGRIPPINA
                         You're being silly.  What will you
                         do to take care of yourself?

                                   YLEINA
                         I...

               Agrippina's words register in Yleina's mind.

                                   YLEINA
                         You're not coming with me, are you?

               Tears well up in Agrippina's eyes.

                                   AGRIPPINA
                         I want to. The gods know how much I
                         want to... but they also know how
                         much I want to live.

               Yleina hugs Agrippina.

                                   YLEINA
                         Take care of yourself.

               Yleina moves over to a trap door.

                                   AGRIPPINA
                         Yleina, you're... you're really
                         going to leave me?

               They share a look that would beak anyone's heart.  Yleina
               opens the trap door, then goes down its entrance, leaving a
               distraught Agrippina to watch.

               EXT. CAMPSITE - NIGHT (PRESENT)

               Yleina sits by the fire, looking into it, pensive.  She has
               Xena's chakram attached to her and her (Xena) sword by her
               side. 

               In the background we can see a grand feast going on and we
               can hear campfire songs.

               A SOLDIER (late 50s) comes into frame.  He bows.

                                   SOLDIER
                         May I join you?

               Yleina nods.  He takes a seat next to her.

                                   SOLDIER
                         If your mother were alive, she'd be
                         very proud of you.

                                   YLEINA
                         You think so?

                                   SOLDIER
                         I know so.

               Yleina looks like she disagrees.

                                   SOLDIER
                         What you're doing -- fighting
                         against Rome to get our country
                         back -- your mother would be doing
                         it herself if she were alive.

               Yleina says nothing.  She just keeps looking at the fire.

                                   SOLDIER
                         I have something for you.

               The Soldier hands Yleina a piece of parchment.  She reads it. 
               She looks alarmed.  The Soldier notices.

                                   SOLDIER
                         Something wrong?

               Yleina shakes her head.

                                   YLEINA
                         No.
                             (beat)
                         You were one of the men in my
                         mother's army, weren't you?

                                   SOLDIER
                         Yes, I was.

                                   YLEINA
                         What was she like in battle?

                                   SOLDIER
                         Amazing.  I've never seen anyone --
                         male or female -- fight so fiercely
                         in my entire life.  Except for your
                         father.  Your parents were two of
                         the bravest people I've ever met. 
                         They always did the right thing.

               Yleina keeps looking at the fire.  Her look is maudlin.

                                   YLEINA
                         Tell me more about my parents...
                         when they were in battle.

               EXT. SUETONIUS' CAMPSITE - DAY

               SUETONIUS PAULINIUS is a middle-aged, hardened man with a
               superiority complex and racist beliefs.  He's surrounded by
               his men (ten thousand).

                                   SUETONIUS
                         Those filthy Britons think that
                         just because they've won a few
                         battles that they've defeated us. 
                         Ignorant fools!  No one in the
                         known world is capable of defeating
                         the Romans!

                                   XENA (O.S.)
                         Nice speech.

               Suetonius turns to see Xena glaring at him, and Gabrielle by
               her side, looking slightly bothered.

               One of Suetonius' men pulls back his bow (equipped with
               arrow), aims it at Xena and Gabrielle.

               Suetonius puts up his hand to stop him.  Xena and Gabrielle
               approach.

                                   SUETONIUS
                         You must be Xena.  I've always
                         wanted to meet you.  You're
                         infamous amongst us Romans.

                                   XENA
                         Oh, goodie.
                             (looking at Suetonius'
                              men)
                         Where are the rest of your men?

                                   SUETONIUS
                         This is the most I could gather.

                                   XENA
                             (sighs)
                         Are you ready to go?

                                   SUETONIUS
                             (smug)
                         First, we need to establish some
                         rules: I'm in control of these men. 
                         They take orders from me and me
                         only.  And you are to work under
                         me.  You don't make a move without
                         my say so.  Understood?

               Xena stares at him a beat.  Suetonius smiles.  

               Xena grabs him by the throat.  Suetonius' men draw their
               weapons, ready to attack.

                                   XENA
                             (to men)
                         Move and he dies.

               The men hold their fire.

                                   XENA
                             (to Suetonius)
                         I want the scroll Claudius sent to
                         you.

                                   SUETONIUS
                             (struggling to speak)
                         It's in my pouch.

               Xena lowers her eyes to find a pouch hanging on Suetonius'
               belt.  She rips it off and shoves Suetonius to the ground.

               Suetonius gasps for air.

                                   SUETONIUS
                             (under his breath)
                         Filthy Greeks.

               Xena looks like she heard it, but she does nothing about it.
               She opens the pouch and pulls out the scroll.  She reads it.

                                   XENA
                         Hmm... according to Claudius, the
                         emperor, I'm in control of these
                         men.

               Suetonius gets up, rubs his throat.

                                   SUETONIUS
                             (through gritted teeth)
                         Right.  How could I have missed
                         that?
                             (to men)
                         Xena's in charge.

                                   XENA
                         Good to have that settled.  Let's
                         go.

               EXT. FOREST 2 - DAY

               Xena, Gabrielle, Suetonius, and the men ride through.

                                   XENA
                             (to Suetonius)
                         How much longer until we get to the
                         West Midlands?

                                   SUETONIUS
                         Not much longer.  Should be there
                         any second.

               We hear something whizzing through the air, triggering Xena's
               spidey senses.  Gabrielle catches on.

                                   GABRIELLE
                         What is it?

               Xena's chakram comes outta nowhere, nearly taking Gabrielle's
               face off.  Xena catches it.

                                   XENA
                         Everybody, shields!

               The Romans follow Xena's orders.  Xena and Gabrielle each
               have their own shields.

               A beat and Xena and co. are flooded with arrows.

               Another beat and Yleina swoops down on her enemies.  Xena
               spots them.

                                   XENA
                         Brace yourselves!

               Yleina's army is around the two-hundred thousand mark.  It's
               mixed with true warriors and civilians.

               Xena charges with her men and a huge fight erupts.

               XENA

               Slices through a warrior with her chakram, then puts it on
               her belt.  She spins and cuts down a warrior behind her with
               her sword (she drew it during the spin).  She spins again and
               decapitates a warrior.  She sees...

               YLEINA

               Their eyes lock, each set full of fury and hatred for the
               other.

               We move over to...

               GABRIELLE

               She has a short sword (chobos in her boots).  She's parrying
               with a warrior on horseback.  She manages to disarm him and
               knock him off his horse.

               XENA

               Flips her sword to stab the warrior behind her in the chest.  

               THE WARRIOR

               Falls off his horse, dead.

               XENA

               Leaps out of her saddle to kick two warriors in front of her. 
               They go flying back.

               YLEINA

               kicks ass too.  Two warriors charge her at the same time. 
               She brings her sword (Boadicea's old sword actually.  It
               should also be noted that she has Xena's sword on her side)
               down on one, then the other, killing them both.  

               She follows that move with a backflip that unseats two
               oncoming warriors.

               SUETONIUS

               May be a bad guy, but he's not a bad warrior.  He dukes it
               out with two warriors at the same time.  He makes short work
               of them.

               GABRIELLE

               Unseats another warrior from his horse with a kick to the
               chest.

               YLEINA

               Now has a javelin.  She rushes several warriors, skewering
               them all.  She drops her javelin, draws her swords and spins
               to slit the throat of the warrior behind her.

               She notices something off to her side.

               YLEINA'S POV - Suetonius killing the Soldier she was talking
               to at the campsite. 

               ON YLEINA

               She sees red.  She makes her way over to Suetonius when:

               XENA

               Swings her sword backward, decapitating a warrior coming up
               behind her.  She looks around and sees that Yleina's side is
               winning.

                                   XENA
                         Retreat! Head for the hills!

               Xena cuts down another warrior.

               Xena's retreat call creates an even larger chasm between her
               and Gabrielle, preventing her from reaching her friend.

                                   XENA
                         Gabrielle?!

               Gabrielle hears Xena's voice and makes her way to her.  As
               they head for the hills:

                                   XENA
                         Stick close to me.

                                   GABRIELLE
                         I can take care of myself.

               Xena and her men cut through some of Yleina's men to make
               their way to the hills.

               Yleina watches them as they ride away.  She spots Suetonius
               as one of her soldiers rides past her, carrying a spear.  She
               stops him.

                                   YLEINA
                         Give me your spear.

               He does while Yleina watches Suetonius the way a hawk watches
               his prey.  She takes the spear and throws it at Suetonius
               with enough force to move a mountain.

               The spear soars through the air and bursts through Suetonius'
               chest.  He falls off his horse.

               His men see his defeat as does Xena and Gabrielle.  Xena
               looks back at Yleina as if to say "This doesn't end here."

               Yleina gives Xena a sweet smile in return.

               Xena, Gabrielle and their men continue on toward the hills.



                                  END OF ACT THREE
                                      ACT FOUR

               FADE IN:

               EXT. WEST MIDLANDS - DAY

               The men look demoralized and beaten.  A thick forest is
               behind them.  Two WARRIORS begin talking all at once while
               Xena surveys the land.  Gabrielle watches her in amazement.

                                   WARRIOR 1
                         They've killed Suetonius.

                                   WARRIOR 2
                         And that army -- it's more than
                         three times the size of ours!

                                   WARRIOR 1
                         We'll be dead in less than a minute
                         if we face them again on the
                         battlefield.

                                   XENA
                         Alright, now you listen up: yes,
                         they're greater in numbers, and yes
                         Suetonius is dead, but those things
                         don't matter.  You wanna know why? 
                         Because you are warriors of Rome --
                         the elite of elite.  Your skill and
                         cunning on the battlefield is
                         legendary.  Do you really wanna
                         besmirch a reputation like that by
                         running away just because you're
                         outnumbered?  'cause if so, then
                         you don't deserve to be called
                         Romans.

                                   WARRIOR 1
                             (sanguine)
                         Okay, Xena, tell us what to do. 
                         How are we gonna defeat these
                         bastards?

                                   XENA
                         Leave that to me and my second-in
                         command.

               Xena motions for Gabrielle to follow her.  They walk a
               considerable distance from the men.

                                   GABRIELLE
                         What'd you figure out?

                                   XENA
                             (pointing at dense forest)
                         Look.

               Gabrielle looks.

                                   XENA
                         If we stage the battle here...

                                   GABRIELLE
                         Yleina can only attack us from one
                         direction.

                                   XENA
                         Right.  All of our men are highly
                         trained.  If the men listen to me,
                         we can wipe the floor with Yleina.
                             (off Gabrielle's look)
                         What?

                                   GABRIELLE
                         Xena, we're greatly outnumbered...
                         are you sure we can win?

                                   XENA
                         Very.

               They look at each other for a beat, a longing in their eyes.

                                   XENA
                         Gabrielle, what I said on the boat
                         still stands.

                                   GABRIELLE
                         I'm not leaving you.

               Gabrielle heads back over to the men.  A beat and Xena
               follows her.

               INT. CAESAR'S PALACE - DINING AREA - DAY

               Claudius, Agrippina, and Nero sit around a grand table. 
               Claudius looks extremely troubled.  Nero watches him, trying
               his darnedest not to smile.

                                   NERO
                         Father, you alright?

                                   CLAUDIUS
                         I should've gone with Xena.  I
                         should've gone with her to make
                         sure the job got done.

                                   AGRIPPINA
                         It's good that you didn't.  You're
                         needed here.

                                   NERO
                         Mother's right.

               Nero and Agrippina smile at each other.  A beat, then:

                                   AGRIPPINA
                             (to Claudius)
                         I had your favorite meal prepared.

               Agrippina claps her hands for the servants to come.  Three
               slightly overweight women enter, carrying various trays of
               food.

               One sits down a tray in front of Claudius, and the other two
               sit trays down in front of Nero and Agrippina.

               CLAUDIUS' POV - A tray of stuffed mushrooms.

               Claudius looks up at Agrippina, smiles, then digs in.  He's
               watched by Agrippina and Nero.

               EXT. WEST MIDLANDS - DAY

               ON XENA

               She's watching Yleina's army approaching.  The true warriors
               are up front while the civilians (average men, women, and
               children) stay behind in wagons with the supplies.

               ON GABRIELLE

               She has her short sword in her hand.  When she sees the
               civilians, she looks rueful.

               Xena, however, is still resolved.  She mounts her horse. 
               Gabrielle mounts hers.

               YLEINA'S ARMY

               Is steadily approaching... halfway there...

                                   XENA
                         Now!

               The Romans form the phalanx -- their shields above them to
               create a protective ceiling against British spears.  Xena and
               Gabrielle stay in the bay with the rest of the calvary.

               Wave after wave of spears keep coming, but they take not a
               Roman's life.

               The Brits are now only several feet from the Romans.

                                   XENA
                         Now!

               The phalanx formation is quickly made into a wedge, and a
               hail of heavy javelins come down on the Britons, killing
               about half of the ones advancing.

               Xena smiles.

                                   XENA
                         Auxiliary infantry, attack!

               The auxiliary infantry move and a huge battle begins in the
               middle of the two powerhouse forces.

               ON YLEINA

               She's watching the battle and is surprised to see the Romans
               holding their own.

                                   YLEINA
                             (to calvary)
                         Charge!

               Yleina and the calvary move in.  Xena swings her sword over
               her head, then rides forward along with Gabrielle and their
               men.

               When the cavalries collide, the earth shakes.  Well, not
               really, but that's the feeling one gets.

               XENA

               Gets bombarded by several infantrymen.  She uses her chakram
               and sword to slice them open.  Two cavalrymen charge her and
               she throws her chakram at them, slitting their throats.

               GABRIELLE

               Does battle with another warrior on horseback.  The warrior
               tries to decapitate her.  She bends backward, narrowly
               escaping the blow.

               The warrior brings the sword down on her.  Gabrielle blocks
               it with her own.

               YLEINA

               Cuts a swathe through the Roman infantrymen in an attempt to
               get to Xena.

               GABRIELLE

               Still, on her back, struggles with her warrior.  She lifts
               one of her feet out of the stirs to kick the warrior in the
               side.

               THE WARRIOR

               Falls off his horse.  He tries to stab Gabrielle's horse in
               its hind legs, but...

               GABRIELLE

               Brings her sword behind her to stab the warrior in the back. 
               She rides on.

               XENA

               Parries with a warrior on horseback.  She disarms him, then
               carves an "X" in his chest with her sword.

               YLEINA

               Takes one of her feet out of the stirs to kick an advancing
               infantryman.

               YLEINA'S POV - Xena, a couple feet away, taking out a warrior
               on horseback.

               YLEINA

               Rides over to Xena, killing every enemy in sight until...

               XENA AND YLEINA

               Bring their blades against each other.  They engage in an
               epic sword fight.

               GABRIELLE

               Swings her sword in an arc that knocks her opponent of her
               horse.

               Every strike Yleina tries, Xena parries. She manages to get a
               kick in on the warrior princess, but Xena quickly responds
               with a backfisted punch. 

               The two warrior women keep going at it.  A few beats and
               their swords lock.  They grab each other's sword-hand in an
               attempt to overpower the other.

               XENA

               Bends back and does a double kick to Yleina's abdomen.

               YLEINA

               Flies off her horse to the rear area of the battle.

               YLEINA'S POV - The bulk of the advancing Britons are now
               dead, and chaos is mounting in the British rear guard over
               the swift effort; the  Roman cavalry rides in and attacks
               from the sides, trapping the Britons against the fields of
               dead, to the rear where the British are weakest: where their
               families sit in their wagons, defenseless.

               Gabrielle also sees what Yleina sees, and is extremely
               troubled by the sight.  While she watches, almost in a
               trance, a warrior on horseback comes out of nowhere and
               punches her in the face, knocking her off her horse.

               The warrior attempts to trample Gabrielle with his horse, but
               fails when Gabrielle takes her sword and throws it into his
               chest.  The warrior falls off his horse, dead.

               GABRIELLE

               Leaps up and draws her chobos at the same time.  She clubs an
               approaching foot soldier in the head a few times, knocking
               him out.

               YLEINA'S POV - Xena takes her original sword from Yleina's
               horse and rides furiously toward her.

               YLEINA

               Looks around, sees an oncoming Roman on horseback. She leaps
               in the air and kicks him off his horse, taking it for
               herself.  She rides off until she reaches the very rear, then
               flips into one of the trees, running across them like an
               amazon.

               XENA

               Flips into the same tree, giving chase.

               GABRIELLE

               Is a lean, mean fighting machine.  She's as good with the
               chobos as she is with her sais.  Speaking of sais, she sees a
               British warrior using them a few feet in front of her,
               distracting her from her present battle.

               FLASH: The warrior with sais beating Gabrielle.

               GABRIELLE

               Takes a kick to the head due to being distracted.  She
               quickly recovers, and sweeps the legs of the warrior who hit
               her out from underneath him, then delivers a vicious kick of
               her own to his temple.  She gets up.

               EXT. FOREST 3 - DAY - (CONTINUOUS)

               YLEINA

               Moves through the trees with amazing alacrity, a bit of fear
               and disappointment in her eyes.

               In the background:

                                   XENA (O.S.)
                         ALALALALSHEEEYAH!

               YLEINA

               Looks behind her to see Xena galloping across the trees at
               full speed, a wicked grin upon her face.

               EXT. WEST MIDLANDS - DAY (CONTINUOUS)

               Gabrielle swings her chobos at the warrior who beat and raped
               her earlier, and he matches each of her swings with the sais. 
               First, he knocks one chobo out of Gabrielle's hand, then the
               other one, followed by a swift kick to her midsection.

               GABRIELLE

               Stumbles backward.

               THE WARRIOR

               Charges.

               GABRIELLE

               Sees a sword lying on the ground.  She picks it up and swings
               it at the warrior with an unbelievable amount of force,
               ripping his throat open like a pinanata.

               THE WARRIOR

               Hits the ground with a thud.

               GABRIELLE

               Takes her sais, looks at the fallen warrior's body pensively,
               then rejoins the fighting.

               EXT. FOREST 3 - DAY

               Yleina is still running across the trees. She looks behinds
               her, but there's no sign of Xena.  She turns back around and
               receives a jumping, spinning kick in the neck from Xena.

               YLEINA

               Falls to the ground.  She lands on her face.

               XENA

               Flips to the ground, puts the pinch on her.

                                   XENA
                         I've cut off the flow of blood to
                         your brain.  You'll be dead in
                         thirty seconds.
                             (beat)
                         I want you to know something: I
                         deserved what you did to me.  Maybe
                         even worse, and if you had just
                         came after me, then that'd be okay,
                         but you didn't. 
                             (beat)
                         You chose to include Gabrielle in
                         your sick and twisted game and you
                         made me watch.

                                   YLEINA
                         That's only because everyone knows
                         to hurt Gabrielle is to hurt Xena,
                         so in a way, this is really all
                         your fault.  Your love is a curse.

               A beat.  Xena is starting to look more like her evil half.

                                   XENA
                         I'm going to enjoy this.

                                   YLEINA
                         I'm not afraid to die, Xena.

                                   XENA
                         Then why'd you run?

                                   YLEINA
                         What makes you think I was running?

               Before Xena can respond:

                                   GABRIELLE (O.S.)
                         Xena?!

               Xena turns in the direction of Gabrielle's voice.

                                   XENA
                         Guess we'll have to end this sooner
                         that I'd hoped.

               Yleina looks grateful for that.  Xena snaps Yleina's neck
               with her foot.  A few beats and Gabrielle shows up.

                                   GABRIELLE
                         There you are.

                                   XENA
                         Worried?

                                   GABRIELLE
                         Of course not.

                                   XENA
                             (looking at sais)
                         When you'd get those back?

                                   GABRIELLE
                         I...

               Gabrielle's eyes trail over to Yleina's body.

                                   XENA
                         I... I had to.

                                   GABRIELLE
                         No need to get defensive. If you
                         had to, you had to.  I understand.

                                   XENA
                         Let's get back to the battle.

               They start walking.

                                   GABRIELLE
                         The battle's over.  I came to tell
                         you.

               EXT. FOREST 3 - DAY

               Xena and Gabrielle enter.  They see that the Romans have
               killed not just the warriors, but the civilians too (men,
               women, and children).

               They're now stealing their enemies' goods.  Gabrielle looks
               disgusted.  Xena's outraged.

                                   XENA
                             (to men)
                         What are you doing?!

                                   WARRIOR 1
                             (smiling)
                         Celebrating our victory.

                                   XENA
                         Not like this, not while you're
                         under my command.  Put it back, all
                         of you.

                                   WARRIOR 1
                             (draws his sword)
                         Make us.

               The other Romans follow suit.  There's about eight-thousand
               Romans.  They look worn and they're all injured.

               Gabrielle steps in front of a concerned Xena, full of
               confidence.

                                   GABRIELLE
                         I don't think you wanna do this. 
                         This is Xena -- the woman who
                         single-handedly took out the
                         Persian army, not to mention most
                         of Olympus.

               A beat as the Romans take in Gabrielle's words.  They sheathe
               their swords.

                                   WARRIOR 1
                         Sorry, Xena, we let our greed get
                         the better of us.

               Xena looks at Gabrielle, smiles.

                                   XENA
                         Forget about it.  Let's get back to
                         Rome.

               All of the Romans are in agreement.

               INT. CAESAR'S PALACE - MEETING HALL - DAY

               Xena and Gabrielle enter to see Nero wearing a laurel wreath
               and black robes.  He looks morose.

                                   XENA
                         Nero, I need to speak to your
                         father immediately.

               Nero says nothing.  He just keeps up his morose look.

                                   XENA
                         What's going on?

                                   NERO
                         My father... he's dead.

                                   XENA
                         Who killed him?

               Nero looks taken aback.

                                   NERO
                         Uh, no one.  We were having dinner
                         and shortly afterward, he was gone.

                                   XENA
                         Someone could've poisoned his food.

               Again, Nero's surprised at Xena's declaration.

                                   NERO
                         I'd doubt it.  All of Rome loves
                         Claudius.  My mother's been
                         grieving for days.

               Xena looks like she's just figured out something.  Gabrielle
               notices.

                                   NERO
                         Will you and Gabrielle be able to
                         stay for the funeral?

                                   GABRIELLE
                         No, we can't.  We have to get back
                         to Greece.

               Xena looks at Gabrielle, surprised.  Nero looks at Xena, as
               though he's double checking Gabrielle's answer.  Xena's face
               becomes blank.

                                   XENA
                         Yeah, what she said.  Do give
                         Agrippina our regards.

                                   NERO
                         Of course.

               Xena and Gabrielle turn to exit when:

                                   NERO
                         Xena, what happened to Yleina?  My
                         mother will want to know.

                                   XENA
                             (without turning around)
                         She's dead.

               And she and Gabrielle keep on walking.

               INT. BOAT - ROOM - DAY

               Xena and Gabrielle enter.

                                   GABRIELLE
                         What was going on back there?

               They sit on the bed.

                                   XENA
                         I think we got played, not only by
                         Yleina, but Callia and Nero as
                         well.

                                   GABRIELLE
                         Why?  What happened?

                                   XENA
                         Yleina was waiting for us when we
                         arrived at the West Midlands and
                         some of the things that Yleina said
                         while we were fighting.  It made me
                         believe that our battle in
                         Britannia was just one part in a
                         big plan.  Yleina's job was to kill
                         me and regain custody of Britannia 
                         -

                                   GABRIELLE
                         And Callia and Nero's job was to
                         take over Rome.  We have to do
                         something.

                                   XENA
                         We will, but first I wanna find Eve
                         and keep her with us.  I don't like
                         her being out there alone if she's
                         unwilling to defend herself,
                         especially after what happened to
                         us.

               This stings Gabrielle.

                                   GABRIELLE
                         Xena, I have something to tell you.

                                   XENA
                         What?

                                   GABRIELLE
                         During our last battle in
                         Britannia, I saw the man who...
                         who...

               Xena puts her hand on Gabrielle's for support, and
               surprisingly, Gabrielle doesn't pull away.

                                   XENA
                         It's alright, I know.

                                   GABRIELLE
                         When I saw him, not only did I want
                         to kill him, I made up my mind that
                         I was going to kill him.  I --

               Xena hugs Gabrielle.

                                   XENA
                         You have nothing to be ashamed of,
                         Gabrielle, nothing.

                                   GABRIELLE
                         Xena, you don't understand.  I
                         didn't just kill someone, I
                         murdered someone.

                                   XENA
                         I understand Gabrielle.  Better
                         than you think.

               INT. CAESAR'S PALACE - BEDROOM - NIGHT

               We see two people going at it under the covers.  A beat, and
               they come up for air.  It's Agrippina and Nero.

                                   AGRIPPINA
                         So Yleina's dead?

                                   NERO
                         Yeah.  I'd reckon it was Xena who
                         did her in.

               Nero turns to see Agrippina looking sad.

                                   NERO
                         And I think Xena and Gabrielle are
                         onto us.

               Agrippina sits upright, concerned.

                                   NERO
                         They couldn't wait to get out of
                         here once I told them of Claudius'
                         death.  And Xena -- she even
                         figured out how we killed him.

                                   AGRIPPINA
                         Yeah, she's always been extremely
                         clever.

                                   NERO
                         I have some good news, though.

                                   AGRIPPINA
                         Yeah?

                                   NERO
                         Suetonius Paulinius is dead.  Our
                         spies tell me it was Yleina who
                         killed him with a spear.

                                   AGRIPPINA
                             (smiling)
                         He was the worst master I've ever
                         had.

               They look up at the ceiling as we...

                                                              FADE OUT.



                                        END

               
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