A group of Amazons led by Ephiny is cautiously advancing upon some Roman soldiers. Though Amarice, a young fighter from another tribe, is eager to fight, Ephiny prefers stealth. Finally, Ephiny orders the attack, but the resistance they encounter if formidable. This group of soldiers is led by Brutus, a brilliant leader and Caesar's most trusted soldier. While saving Amarice, Ephiny is killed at the hands of the Roman hero. With Ephiny dead, Gabrielle is sent for to be the Amazon queen. She and Xena return to the Amazon village, where they learn from Chilapa that the Romans had attacked them and captured most of the tribe. Xena realizes that it is Pompey, Caesar's enemy, that kidnapped the women to sell as slaves, and Brutus' group is actually after Pompey. Brutus' fight with the Amazons was an unfortunate accident. Xena captures Brutus, figuring that he knows which way Pompey has gone. Amarice and most of the Amazons want to kill Brutus, but Gabrielle resists. Her newly-found belief in non-violence will not allow her to harm Brutus. Meanwhile, Xena learns where Pompey is going and plans to ambush him. She finds a group of soldiers guarding the Amazons, but her plans seem to have gone awry when Amarice is captured and Xena and her group are forced to surrender. Fortunately, Xena arrived at this campsite before Pompey's men and managed to hide the weapons underneath the spot of the ambush. Xena and the Amazons escape and take a group of Roman soldiers as prisoners. Upon hearing the news of his troop's defeat, Pompey orders his troops to return to the Amazon village. Gabrielle sends for Brutus and is surprised to discover that he is a good, thoughtful man. Unfortunately, he believes Caesar to be as righteous and honorable as he is. Gabrielle, however, offers Brutus a peace treaty between the Amazons and Rome. Brutus gladfully accepts, upon Caesar's final approval. His honorable nature is even more evident when Brutus offers to let Xena trade him to Pompey in return for not going through with his imminent attack on the village. When Caesar-loyal reinforcements arrive, however, Xena releases Brutus to them, knowing that he will drive off Pompey's forces for her. Xena and Gabrielle lead the Amazons in the main battle, as Brutus' troops crush his troops with artillery attacks. Taking advantage of the chaos, Xena rides into Pompey's camp and fights him to the death. Returning to Rome with the news of Pompey's defeat, Brutus is shocked when Caesar burns the peace treaty with the Amazons. As Brutus rethinks his loyalty to his leader, Gabrielle passes her crown on to Chilapa. Xena and Gabrielle return to the road, accompanied by Amarice who, though still impetuous, wants to gain more experience of the world. DISCLAIMER Pompey's reign came to a head during the production of this motion picture.