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+                                                            1.
+
+
+
+                                                   FADE IN:
+
+FLAME
+
+Out of the blackness a flame flickers to life. Into this
+warm light, pair of old and calloused hands bring a baby.
+
+                  DILIOS (V.O.)
+        When the boy was born, like all
+        Spartans, he was inspected.
+
+The newborn is roughly turned and handled like a piece of
+fruit.
+
+                  DILIOS (V.O.)
+        If he had been small or puny or
+        sickly or misshapen, he would have
+        been discarded.
+
+From an unseen window a wind extinguishes the candle
+plunging us into darkness.
+
+                  DILIOS (V.O.)
+        From the time he could stand he was
+        baptized in the fire of combat.
+
+A boy of three fights his father in mock battle with his
+mother looking on. They duel with wooden swords, but this
+is not a game. The boy's father knocks the sword out of the
+boy's hand with force, then pushes him to the ground. The
+boy grits his teeth, scrambles in the dusty ground for his
+sword, then rises ready to fight, his eyes wide and
+intense.
+
+                  DILIOS (V.O.)
+        Taught never to retreat, never to
+        surrender ... Taught that death on
+        the battlefield in service to
+        Sparta was the greatest glory he
+        could achieve in his life.
+
+The boy, now five, watches his father as he passes his hand
+across a three-foot bronze shield. His fingers gently
+tracing the dents and scars in the hammered metal.
+
+                  DILIOS (V.O.)
+        At age 7, as is customary in
+        Sparta, the boy was taken from his
+        mother and plunged into a world of
+        violence.
+                                                               2.
+
+
+    A woman cries, held by two other women. She weeps
+    uncontrollably as her son is led away. Her body heaving as
+    she watches him go.
+
+
+2   EXT. SPARTANCOURTYARD - DAY                                     2
+
+    A Spartan boy of maybe eight is beaten by another boy of
+    the same age.
+
+                      DILIOS (V.O.)
+            Manufactured by 300 years of
+            Spartan warrior society to create
+            the finest soldiers the world has
+            ever known, the Agoge, as it is
+            called, forces the boy to fight ...
+
+    Time slows: Blood sprays from his mouth as he is struck
+    again and again and again.
+
+                      DILIOS (V.O.)
+            Starves them, forces them to steal
+            and if necessary, to kill.
+
+    The boy stands out of breath, his body gleaming with sweat.
+    Blood drips from his fists.
+
+
+4   EXT. SPARTANCOURTYARD - DAY                                     4
+
+    A boy of eleven is tied at the wrists. His face pressed
+    against a column as a handful of muscular, grim-faced
+    soldiers watch. His back already bleeding as he is whipped
+    again. His face is stone, emotionless.
+
+                      DILIOS (V.O.)
+            By rod and lash the boy was
+            punished, taught to show no pain,
+            taught to show no mercy.
+
+
+6   EXT. PINDOS MOUNTAINS - DUSK                                    6
+
+    Blue light crouches on black rocks. Snow drifts, defying
+    gravity. A hand, blistered by the cold, clamors and climbs.
+    The hand belongs to the boy, now twelve.
+
+                      DILIOS (V.O.)
+            Constantly tested, tossed into the
+            wild. Left to pit his wits and will
+            against nature's fury.
+                                                            3.
+
+
+Though starving and freezing, there is a nobility in the
+boy's gaze. Though his body shakes, his homespun tunic no
+match for the bitter cold, he is defiant.
+
+                  DILIOS (V.O.)
+        He'd survived on roots, bugs and
+        rodents, and now he was freezing to
+        death. It was his initiation ...
+        his time in the wild ... for he
+        would return to his people a
+        Spartan, or not at all.
+
+The boy stumbles into a clearing surrounded on three sides
+by the stone faces of the canyon. He stands, peering into
+the gathering din. He grips the spear, lightly moving it
+back and forth from hand to hand. The spear is little more
+than a child's toy, a sharpened stick. The boy's eyes
+search the tree line, the darkness moves ... shadow gliding
+on muscle and sinew.
+
+                  DILIOS (V.O.)
+        He hears a low growl. The hair on
+        his arms stands up. Cold, hungry,
+        defenseless. He is prey.
+
+It tracks the boy and he knows it.
+
+                  DILIOS (V.O.)
+        The wolf begins to circle the boy.
+        Claws of black steel, fur as dark
+        as night, eyes glowing red ...
+        jewels from the pit of Hades
+        itself.
+
+The WOLF breathes in misty clouds, the swirling snow
+printed against its black fur.
+
+GROWLING as it moves closer, circling, hunting.
+
+WE SEE: The boy from between a narrow cut in the rock, just
+large enough for him to squeeze through~ His eyes are calm.
+His body has stopped shaking. He sees the crack in the
+black stone, and turns slowly, almost casually, toward it.
+
+                  DILIOS (V.O.)
+        The giant wolf ... sniffing ...
+        drooling ... savoring the scent of
+        the meal to come. Does the boy run?
+        Does he cower? Does he cry? No ...
+        not this boy. He is calm.
+                                                               4.
+
+
+    The beast pauses, loading to spring. The boy leaps through
+    the cut in the rock. The WOLF pounces, HOWLING as it
+    charges!
+
+    Its jaws are inches from the boy's neck as he falls
+    backward through the wound in the rock. The beast's body is
+    stopped cold in the tight space. Thrashing, the wolf is
+    pinned by the unforgiving stone. The boy rises slowly.
+
+                      DILIOS (V.O.)
+            It is not fear that grips him, only
+            a heightened sense of things.
+
+    The snow drifts around his feet.
+
+    TIME SLOWS.
+
+    The wolf's jaws GNASH! The boy exhales slowly.
+
+                      DILIOS (V.O.)
+            The cold air in his lungs. The
+            leafless poplars moving against the
+            coming night.
+
+    His eyes look back toward the wolf, he nods his respect,
+    then raises his spear.
+
+                      DILIOS (V.O.)
+            His hands are steady, his form
+            perfect.
+
+    The clouds part, and the just rising crescent moon, warm on
+    the horizon, casts a shadow of the angry wolf on the cold
+    rock. The boy sets himself, then strikes.
+
+
+7   EXT. SPARTANCOURTYARD - DAY                                     7
+
+    A Spartan helmet lands heavily in the snow-covered
+    courtyard, followed by the thick-muscled frame of a
+    SPARTANGENERAL, who, after going to his knees, bows his
+    head to the snow. Standing before him is the boy, draped in
+    the freshly dressed pelt of a black wolf. As others enter
+    the courtyard, they too fall to their knees, SHOUTING!
+    Spears are raised.
+
+    CRIES of joy and reverence are heard as the boy raises his
+    chin.
+
+                      DILIOS (V.O.)
+            So the boy, given up for dead,
+            returns to his people, to sacred
+            Sparta, a King ...
+                                                                5.
+
+
+9   EXT. THE CAMPFIRES OF WAR - NIGHT                                9
+
+    Dozens of SPARTANHOPLITES sit and stand, transfixed by the
+    agitated pacing Spartan whose fist is raised in dramatic
+    punctuation. This is DILIOS (28), the storyteller. His
+    gift. His curse. To conjure from his memory, from his
+    imagining, that which men forgot, but need to remember.
+
+                      DILIOS
+            ... Our King! LEONIDAS!
+
+    The men visible in the firelight, and countless others in
+    the darkness beyond ...
+
+    POUND their shields in unison and cry as one.
+
+                      SPARTANS
+            LEONIDAS! LEONIDAS! LEONIDAS!
+
+    A HUSH falls over the band of Spartan warriors, their faces
+    hard, bodies oiled for war. All listen as Dilios pauses.
+    His voice lowers.
+
+                      DILIOS
+            It has been more than thirty years
+            since the wolf and the winter cold,
+            and now, as then, a beast
+            approaches, patient, and confident,
+            savoring the meal to come. But this
+            beast is made of men and horses,
+            swords and spears.
+
+    Dilion scans his audience. The light from the fire moves
+    across the capes of crimson and helmets of bronze. Dilion
+    is a grim orator. His scarred and ruddy face bears witness
+    to his own story.
+
+                      DILIOS
+            It is an army of slaves, vast
+            beyond imagining, ready to devour
+            tiny Greece. Ready to snuff out the
+            world's one hope for reason and
+            justice.
+
+    There is brewing anger in the eyes of his listeners. Dilios
+    sets his gaze to the fire.
+
+                      DILIOS
+            The beast approaches, and it was
+            King Leonidas himself who provoked
+            it.
+                                                                6.
+
+
+10   EXT. GREEK COUNTRYSIDE                                          10
+
+     Colorful Persian BANNERSSNAP! Pulling taut in the wind. *
+     The earth is overturned under the charge of the Company of
+     War horses. ARCHERS, SWORDSMEN and SHADOWED FORMS.
+
+     Riders all covered in thin patterned robes of gold and
+     blue, embroidered silks, braided belts with long-shouldered
+     capes flowing. Into the sunless dry scrub and wood where
+     the path curves dark and cool they ride on ... They ride
+     on!
+
+
+11   EXT. SPARTA                                                     11
+
+     No wall surrounds Sparta. The buildings have no flowered
+     columns, no carved arches, no fluted gables, no recorded
+     dates and wreathed tributes to the dead. No, this is
+     Sparta. This is the simple elegance of an unadorned
+     shelter.
+
+     WE SEE: The mounted Persian column appear in the stillness
+     of the morning. A massive black horse rears and drops its
+     frame, dust curling around its hooves. A PERSIAN MESSENGER
+     with scarred face and sharpened teeth of gold settles the
+     horses. His 20 men-at-arms fill in along his side.
+
+                       MESSENGER
+             I bring word from the Great Xerxes,
+             Conqueror of all the world.
+
+     The Spartan SENTRIES approach, slowly. One steps forward
+     and sniffs the air, mocking the Persian force.
+
+                       SENTRY/FL
+             Could we offer you a bath, Persian?
+
+     WE HEAR: Laughter from the other Spartans standing nearby.
+
+                       SENTRYF/2
+             I am sure our women have a perfume
+             you'll find agreeable.
+
+     The Persian Messenger pulls at the leather reins of his
+     mount, sinking the bit into the horse's foaming mouth.
+
+                       MESSENGER
+             Greek arrogance! It will be the
+             death of you all. If it were not
+             for diplomacy, I would rip the
+             breath from your lungs.
+                                                                 7.
+
+
+     He turns the horse in a tight circle and looks out at the
+     CITIZENS of Sparta who are milling about, Helot farmers,
+     masons, women and children watch as the Messenger glares
+     down at them.
+
+                       MESSENGER
+             Show me your King.
+
+                       SENTRY #1
+             Our King is a busy man.
+
+     The Persian Messenger reaches into a waxed canvas bag that
+     lays across the horse's neck.
+
+     WE SEE: The jeweled crowns of conquered nations. The
+     Messenger lifts at the rope running through the bone-white
+     eye sockets of a half-dozen human skulls.
+
+                       MESSENGER
+             These Kings were busy men once.
+
+     The Messenger kicks at his horse, holding the skulls and
+     royal headdresses for all to see.
+
+                       MESSENGER
+             Be afraid. Sparta will burn to the
+             ground. Only the word of King
+             Leonidas can save it.
+
+
+12   EXT. SPARTAN GARDEN                                              12
+
+     WE HEAR: The FLUTTER of HUMMINGBIRDS against the pale stone
+     walls covered, thick and dark, with ivy and wild lilac.
+     KING LEONIDAS (40), strong and lean, a king, a warrior, a
+     father, rolls on the ground in simulated combat with his
+     six-year-old boy, PLEISTARCHOS.
+
+                       LEONIDAS
+             Remember, my son. The more you
+             sweat here the less you will bleed
+             in battle.
+
+     The boy dives at his father, missing the King's legs.
+
+                       LEONIDAS
+             Follow your instincts.
+
+     Leonidas smiles.
+
+                       LEONIDAS
+             Act without hesitation.
+                                                            8.
+
+
+Again the boy tackles and they tumble over each other into
+the soft grass.
+
+                  LEONIDAS
+        Hesitation creates fear.
+
+They wrestle on ... continuing one of the ancient rituals
+of father and son.
+
+                  LEONIDAS
+        Fear is always a constant. But
+        accepting it will make you
+        stronger.
+
+Leonidas spins and grabs the boy's leg, pulling him to the
+ground. Leonidas looks across the garden to see his wife,
+QUEENGORGO(28), with her athletic frame, watching the two
+of them.
+
+                  LEONIDAS
+        In the end, a Spartan's true
+        strength is the warriors next to
+        him. Give respect and honor and it
+        will be returned to you.
+
+Leonidas rolls the boy to his back.
+
+                  LEONIDAS
+        First, you fight with your head.
+
+WE SEE: A Spartan, Leonidas' CAPTAIN (45), broad-shouldered
+and fiercely loyal, speaking to Gorgo near stone pillars of
+the compound.
+
+Pleistarchos arches, slips free and reverses to his
+father's back.
+
+                  GORGO
+        Then you fight with your heart.
+
+Gorgo lifts Pleistarchos off of his father.
+
+                  LEONIDAS
+        What is it?
+
+                  GORGO
+        Your father has things to attend
+        to.
+
+Leonidas rises to his feet.
+
+                  LEONIDAS
+             (to Pleistarchos)
+                                                                 9.
+
+
+             Bring me my sword.
+
+     The boy nods and goes.
+
+                       GORGO
+             A Persian messenger awaits you.
+
+     Pleistarchos returns with a simple short sword of iron, its
+     handle inlaid carnelian and amber. Leonidas arms himself
+     and leans down, kissing his son on the forehead.
+
+                       LEONIDAS
+             Do not forgot today's lesson.
+
+                       PLEISTARCHOS
+             Respect and honor.
+
+
+13   EXT. MARKETPLACE                                                 13
+
+     The Persians wait in the full heat of the sun, watched by
+     Spartan guards. Free women and children pass the narrow
+     streets, carrying electrum vases, all shapes and sizes of
+     glass and terra-cotta water vessels.
+
+     THERON, 36, a Spartan Councilman with noble features, a
+     body of lean muscles and piercing eyes, retired from the
+     battlefield for a life in politics, stands and speaks
+     freely with the Messenger from the East as Leonidas and
+     Gorgo approach.
+
+                       GORGO
+             Councilman, you have found yourself
+             needed, for once.
+
+     Theron allows the comment to disappear into the sounds of
+     the market.
+
+                       THERON
+             My King and Queen, I was just
+             entertaining your guests.
+
+                       LEONIDAS
+             I am sure.
+
+     Leonidas stands before the Persian Messenger.
+
+                        LEONIDAS
+                                                           10.
+
+
+        Before you speak, Persian, know
+        that in Sparta everyone, even a
+        king's messenger, is held
+        accountable for the words of his
+        voice. Now, what message do you
+        bring?
+
+The Messenger opens his great arms, palms to the azure sky.
+
+                  MESSENGER
+        Earth and water!
+
+Leonidas narrows his eyes.
+
+                  LEONIDAS
+        You rode all the way from Persia
+        for earth and water?
+
+The Persian holds to his message studying the King's face.
+
+                  GORGO
+        Do not be coy or stupid, Persian.
+        You can afford neither in Sparta.
+
+The Persian turns to Gorgo, never having been spoken to by
+a woman in this tone.
+
+                  MESSENGER
+        What makes this woman think she can
+        speak among men?
+
+                  GORGO
+        Because only Spartan women give
+        birth to real men.
+
+The Persian must swallow his pride along with the insult
+before his men.
+
+                  LEONIDAS
+        Let us walk to cool our tongues.
+
+Leonidas turns away, leaving the rest to follow the King's
+steps.
+
+                  MESSENGER
+        If you value your lives over your
+        complete annihilation, listen
+        carefully, Leonidas. Xerxes
+        conquers and controls everything
+        that his eye rests upon.
+
+The Messenger throws a look to Gorgo and continues.
+                                                          11.
+
+
+                  MESSENGER
+        He leads a force so massive it
+        shakes the earth with its march.
+        Its number so vast it drinks the
+        rivers dry.
+
+The Spartan bodyguards watch the Persians carefully.
+
+                  MESSENGER
+        All the God-King Xerxes requires is
+        this, a simple offering of earth
+        and water. A token of Sparta's
+        submission to the will of Xerxes.
+
+Leonidas stops in his tracks ...
+
+                  LEONIDAS
+        Submission ... ? That's a bit of a
+        problem. Rumor has it the Athenians
+        have already turned you down. And
+        if those philosophers and boy
+        lovers found that kind of nerve ...
+
+Theron moves forward.
+
+                  THERON
+        We must be diplomatic.
+
+Leonidas raises his hand.
+
+                  LEONIDAS
+        ... And Spartans have their
+        reputation to consider.
+
+                  MESSENGER
+        Choose your next words carefully,
+        Leonidas. They may be your last as
+        king.
+
+Leonidas looks away from the Messenger's eyes and scans the
+Persian bodyguards, assessing their strength.
+
+TIME SLOWS for our King. He watches the freedoms of his
+people.
+
+WE HEAR: The sounds of CHILDREN'S LAUGHTER.
+
+The simple pure life each have built for themselves. The
+words "earth and water" form quietly on his lips. He looks
+to his Queen, mother of his child.
+
+TIME UNWRAPS
+                                                         12.
+
+
+As Leonidas stares at the Messenger.
+
+In one motion the King draws his sword, bringing it to the
+Persian's neck:
+
+                  MESSENGER
+        Madman ... you're a madman!
+
+The Spartan guards quickly follow their King and hold their
+weapons to the Persian force before them.
+
+                  LEONIDAS
+        Earth and water.
+
+Leonidas begins to back the Persian messenger up towards a
+deep open well.
+
+                  LEONIDAS
+        You'll find plenty of both down
+        there.
+
+                  MESSENGER
+        No man, Persian or Greek, no man
+        threatens a messenger.
+
+                  LEONIDAS
+        You bring the crowns and heads of
+        conquered kings to my city steps.
+        You insult my Queen. You threaten
+        my people with slavery and death.
+        I've chosen my words carefully,
+        Persian. I hear your message
+        clearly. It is that of a war party!
+
+Leonidas touches his sword onto the dark flesh of the
+Messenger.
+
+                  MESSENGER
+        This is blasphemy!
+
+Theron raises his hands in a desperate attempt to stop
+Leonidas.
+
+                  THERON
+        This is madness.
+
+Leonidas has the messenger's heels hanging above the void
+of the well. The Persians eye the Spartans nervously.
+                                                             13.
+
+
+     WE SEE: The sword lowering from the Persian's neck. Theron
+     relaxes, thinking reason has prevailed. A warm wind plays
+     against the King's robe. Leonidas looks at Gorgo, she nods,
+     knowing full well what that nod brings to her King and
+     Sparta. And with one great push against the Persian's chest
+     ...
+
+                       LEONIDAS
+             Madness? This is Sparta!
+
+     The Messenger's body falls away ... deep ... deep into the
+     circular chasm. Theron steps back as the Spartan men
+     unleash their savagery. Persian after Persian follows the
+     first, resting where even their faint cries for mercy
+     cannot be heard.
+
+
+14   EXT. A ROCKYCLIFF ABOVE SPARTA - NIGHT                        14
+
+     Lit by the almost full moon, Leonidas climbs hard, with
+     clenched teeth, the steep rock face inaccessible to most.
+
+     A foot slips. Rocks come loose. His grip tightens and he
+     climbs on, finally pulling himself and his sixty-pound
+     leather satchel onto a small ledge where a cloaked figure
+     stands.
+
+     The WIND pushes and pulls the torchlight this way and that.
+     This is an EPHOR, a priest of the old gods, deformed by
+     breeding. His face and body are covered with boils and
+     lesions. His eyes are bleached white under the hoods of
+     black.
+
+                       DILIOS (V.O.)
+             The Ephors. Priests to the Old
+             Gods, inbred swine, more creature
+             than man. Creatures whom even a
+             king must bribe ... and bed.
+
+                       EPHOR #1
+             Welcome, Leonidas. We have been
+             expecting you.
+
+     The FIRE ROARS in protest at the end of the torch. The
+     Ephor turns and begins to climb an impossible set of stairs
+     hewn out of the rock of the mountain. Leonidas shoulders
+     the satchel and starts after his ungracious host up the
+     stairs, which circle around a finger of rock toward a
+     simple stone temple that glows at the summit.
+
+
+15   INT. EPHORS' TEMPLE - NIGHT                                   15
+                                                           14.
+
+
+Oil lanterns cast a warm light on EIGHT EPHORS, all as
+decrepit as their brother, who stand around Leonidas as he
+hastily lays out his plan. At the center of the temple is a
+low stone box filled with fine sand used by the Ephors to
+sketch down that which is fleeting to man and even more
+fleeting to the Gods. Leonidas pulls a wooden block across
+the sand to smooth its surface.
+
+Then, with his finger, he begins to draw.
+
+                  LEONIDAS
+        The Persians claim their forces
+        number in the millions. I hope, for
+        our sake, they exaggerate.
+
+One of the Ephors interrupts the King, his arms crossed,
+his blistered face stern.
+
+                  EPHOR #2
+        You insult the Gods with your
+        arrogance, Leonidas. We are not a
+        council of men. We serve the Gods,
+        not the whim of a King. Before your
+        plan is heard, what do you offer?
+
+Leonidas is mid-line, drawing his battle plan in the sand.
+He looks up at the hooded figures. He lifts a finger slowly
+from the sand. He ducks the leather strap of his satchel
+and tosses it at the feet of the Ephors.
+
+The gold spills out onto the stone floor.
+
+Dipping his finger back into the sand, Leonidas sketches a
+primitive map.
+
+                  LEONIDAS
+        We will use our superior fighting
+        skills and the terrain of Greece
+        herself to destroy them. We will
+        march North to the coast. I will
+        ...
+
+                  EPHOR #1
+        It is August, Leonidas. The full
+        moon approaches.
+
+                  EPHOR #2
+        The sacred and ancient festival.
+        Sparta wages no war at the time of
+        the Carneia.
+
+Leonidas is desperate, almost angry. He searches the dead
+eyes of the Ephors.
+                                                           15.
+
+
+                  LEONIDAS
+        Sparta will burn! Her men will die
+        at arms, and her women and children
+        will be slaves or worse. This is
+        not a campaign for land riches. It
+        is a fight for our very lives!
+
+Leonidas plunges his finger back into the sand and draws a
+line running perpendicular to his line representing the
+coast.
+
+                  LEONIDAS
+        We will block the Persian coastal
+        assault by replacing the great
+        stone wall, built by the Phocians
+        to protect Greece two hundred years
+        ago, and funnel them into the
+        mountain pass we call the Hot
+        Gates.
+
+Leonidas holds his hands up in front of his face as if they
+are the Hot Gates themselves.
+
+                  LEONIDAS
+        In that narrow corridor their
+        numbers will count for nothing.
+
+The King pounds his fist into his open hand.
+
+                  LEONIDAS
+        Xerxes' losses will be so great,
+        his men so demoralized, he will
+        have no choice but to abandon his
+        campaign.
+
+The Ephors move uneasily, looking back and forth between
+each other. Leonidas is mystified by their silence.
+
+                  EPHOR #1
+        We must consult the Oracle. Trust
+        the Gods, Leonidas.
+
+                  LEONIDAS
+        I'd prefer you trust your reason.
+
+The Ephor snaps back at Leonidas, pointing a misshapen
+finger at the kneeling King.
+
+                  EPHOR #1
+        Your blasphemies have cost us quite
+        enough already. Don't compound
+        them. We will consult the oracle.
+                                                           16.
+
+
+The Ephors turn away. Leonidas follows them. Carved into
+the stone, under a domed ceiling, is an altar. It is a
+stage fashioned to look like the hand of a God. In its
+palm, a beautiful YOUNGGIRL moves hypnotically.
+
+Around the altar the Ephors stoke small fires which burn
+green with the smell of sulfur, careful not to breathe the
+smoke themselves, they retreat to the shadows.
+
+                  DILIOS (V.O.)
+        Diseased old mystics ... worthless
+        remnants of a time before Sparta's
+        ascent from darkness ... remnants
+        of a senseless tradition. Tradition
+        even Leonidas cannot defy, for he
+        must respect the word of the
+        Ephors. That is the law.
+
+Leonidas watches as the vapors engulf the girl. She begins
+to shake and convulse, her body thinly veiled by the
+sheerest of fabric. The firelight behind her reveals the
+beauty of her form and the tragedy of her plight.
+
+                  DILIOS (V.O.)
+        ... And no Spartan, subject or
+        citizen, man or woman, slave or
+        King, is above the law.
+
+Then, through the darkness --
+
+DRUMS! The girl's eyes roll back. Her body heaves and
+writhes. She moans and drools, her hips thrusting, her
+chest heaving. She
+
+CRIES! Through her pleasure and pain. The beating of the
+drums quicken, as does the violence of her rapture.
+
+Her veil clings to her sweaty form until finally she CRIES
+out!
+
+DRUMS stop, and she collapses. After a moment, the Ephors
+run in extinguishing the fires. One of the Ephors leans
+close to the Oracle as another pulls a wooden block across
+the sand, erasing the King's plan.
+
+                  DILIOS (V.O.)
+        The Ephors choose only the most
+        beautiful Spartan girls to live
+        among them as Oracles. Their beauty
+        is their curse, for the old
+        wretches have the needs of men ...
+        and souls as black as hell.
+                                                             17.
+
+
+     Her breathing is shallow. The old Ephor can't resist
+     letting his tongue lick across the Oracle's neck, tasting
+     her salty skin, before he turns his deformed ear to her
+     mouth, which whispers in trance. As he listens, he speaks
+     in an ancient language spoken only by Ephors. She speaks as
+     he translates.
+
+                       EPHOR #1
+             Pray to the winds. Sparta will
+             fall. All Greece will fall. Trust
+             not in men. Honor the Gods. Honor
+             the Carneia.
+
+     Leonidas shows nothing. A WIND HOWLS through the columns of
+     the open temple. He looks into the faces of the Ephors,
+     then turns into the darkness and is gone.
+
+                       DILIOS (V.O.)
+             The King's climb down is harder.
+             Pompous inbred swine ... worthless,
+             diseased, rotten ...
+
+
+16   INT. THE EPHORS' TEMPLE - MOMENTS LATER                       16
+
+     Gold falls in showers. Printed onto the coins is the
+     likeness of a Persian God or man.
+
+                       DILIOS (V.O.)
+             ... corrupt ...
+
+     The Ephors kneel, running their hands through the great
+     pile of gold. Standing in the firelight, is Theron. At his
+     side, a large PERSIAN, his body crisscrossed with chains
+     and giant locks of ancient iron, tosses a handful of gold
+     onto the pile.
+
+     Theron turns to the Persian.
+
+                       THERON
+             Leonidas will not march. The word
+             of the Oracle is final.
+
+                       PERSIAN
+             What of your Spartan Council? Could
+             they not vote to ignore these
+             mystics' words.
+
+                       THERON
+                                                                18.
+
+
+             The members of that Council are as
+             superstitious as they are old. Your
+             gold is well spent. When I am made
+             ruler or all Greece and Sparta is
+             its capital, her people and armies
+             will serve the God King well.
+
+                       PERSIAN
+             You have only to remove the Spartan
+             Queen and its heir for your plan to
+             be complete.
+
+                       THERON
+             You need not instruct me in the
+             course of my own treachery. This
+             plan was born long before Xerxes
+             turned his eye to Greece. It rose
+             from my hatred of Leonidas'
+             measured judgment ... It rose from
+             my envy of his skill in battle ...
+             It rose from my lust for the warmth
+             of his young bride. All the hate in
+             my soul will find itself manifested
+             on his house, and his victories,
+             his love, his freedom, his very
+             blood will lie in ruin at my feet.
+
+     Theron turns to the Ephors.
+
+                       THERON
+             This is but a token. Great Xerxes
+             gives his thanks, oh wise and holy
+             men. You are truly in the God
+             King's favor now.
+
+     The Persian smiles, his face adorned with gold piercings,
+     his eyes pale blue.
+
+                         PERSIAN
+             Yes,   for when Sparta burns, you
+             will   bathe in gold. Fresh oracles
+             will   be delivered to you daily,
+             from   every corner of the empire.
+
+
+17   INT. LEONIDAS' BEDCHAMBER - NIGHT                                17
+
+     The waxing gibbous moon shines onto the stone floor of the
+     King's bedroom.
+
+     It is a second-story room overlooking a small courtyard.
+     Beyond that, edged by moonlight, the roofs and houses of
+     sleeping Sparta.
+                                                        19.
+
+
+Leonidas leans of the frame of his balcony doorway, unable
+to sleep.
+
+After a moment he sighs and moves to his bed, where his
+wife Gorgo sleeps soundly, the sheet down to her waist,
+revealing her strong feminine back, which shines with the
+warmth of August. Leonidas sits at the edge of the bed and
+lightly traces his finger along the contours of her body.
+She stirs, and now, sleepily, she stares up at him.
+
+                  GORGO
+        Your lips can finish what your
+        fingers have started ... Or has the
+        Oracle robbed you of your desire as
+        well?
+
+                  LEONIDAS
+        It would take more than words of a
+        drunken adolescent girl to rob me
+        of my desire for you.
+
+Gorgo smiles. The curls of her black hair fall softly
+across her neck and collarbone.
+
+                  GORGO
+        Then why so distant?
+
+                  LEONIDAS
+        Because it seems, though a slave
+        and captive of lecherous old men,
+        the Oracle's words could set fire
+        to all that I love.
+
+She reaches up to him, laying her hand to the side of his
+face.
+
+                  GORGO
+        So that is why my King loses sleep
+        and is forced from the warmth of
+        his bed.
+
+Gorgo furrows her brow in mock concern.
+
+                  GORGO
+        There's only one woman's words that
+        should affect the mood of my
+        husband ... and those are mine.
+
+He smiles, if only briefly. He is in pain and she can see
+it.
+
+                  LEONIDAS
+                                                             20.
+
+
+             What must a King do to save his
+             world, when the very laws he has
+             sworn to protect, force him to do
+             nothing?
+
+     Gorgo sits up. She is tender, yet intense. She looks into
+     his eyes for a moment, then her expression softens.
+
+                       GORGO
+             It is not a question of what a
+             Spartan citizen should do, nor a
+             husband, nor a King. Instead ask
+             yourself, my dearest love, what
+             should a free man do?
+
+     He looks at her. They are close. The moment stretches and
+     he smiles. They kiss and fall back onto the bed. This is
+     love between a Spartan King and his Queen. Their skin is
+     wet. Their mouths hunger. Their muscles flex. It is not
+     soft. It is passion personified. They love as they live.
+
+
+19   EXT. SPARTAN BARRACKS                                         19
+
+     The sky is pale and clear to the east as 300 Spartans hold
+     rank in a field of golden wheat. Leonidas and his Captain
+     walk past the familiar face of Dilios, who nods to his
+     king.
+
+                       LEONIDAS
+             Is this all of them?
+
+                       CAPTAIN
+             As you ordered. 300 with born sons
+             to carry on their name.
+
+     A Spartan named STELIOS (28), lean and hard-bodied, speaks
+     up from the line of soldiers.
+
+                       STELIOS
+             We are with you, sir, to the death.
+
+     The Captain turns and barks at Stelios.
+
+                       CAPTAIN
+             Hold your tongue, boy? Or I'll take
+             you at your word.
+
+     Leonidas makes eye contact with Stelios, then points to a
+     young Spartan, with the soft face of a child near the rear
+     of the pack.
+
+                       LEONIDAS
+                                                           21.
+
+
+        He is your own and too young to
+        have felt a woman's warmth.
+
+Leonidas stands before the baby-faced warrior.
+
+                  CAPTAIN
+        I have others to replace him.
+
+The Captain stands next to his King, and glances into the
+eyes of his son, ASTINOS (18).
+
+                  CAPTAIN
+        He is as brave and ready as any. No
+        younger than we were the first time
+        you stood next to me in battle.
+
+                  LEONIDAS
+        You are a good friend, but a better
+        Captain, there is not.
+
+Leonidas places his hand on the Captain's shoulder, as if
+to mark his selfless act.
+
+In the morning light, a group of COUNCILMEN are led forward
+by Theron.
+
+                  ELDER COUNCILMAN
+        My good King, the Oracle has
+        spoken.
+
+The group stands before Leonidas, trying to gain his
+attention.
+
+                  COUNCILMAN
+        The Ephors have spoken. There must
+        be no march.
+
+Leonidas continues to view his men with a disciplined eye.
+
+                  THERON
+        The law, my Lord. The Spartan Army
+        must not go to War.
+
+                  LEONIDAS
+        Nor shall it. You worry over
+        nothing.
+
+Theron and the councilmen view the assembly of warriors.
+
+                  LEONIDAS
+        I have issued no such orders. These
+        300 are my personal bodyguards. Our
+        army will stay in Sparta.
+                                                           22.
+
+
+Leonidas looks away from his 300, to his Queen and child
+who have now joined the group.
+
+                  LEONIDAS
+        We'll head North.
+
+Gorgo pulls her son into her hip.
+
+                  GORGO
+        The Hot Gates.
+
+Leonidas looks at his family.
+
+                  ELDER COUNCILMAN
+        What do we do?
+
+                  THERON
+        What can we do?
+
+                  LEONIDAS
+        You will listen to your queen in my
+        absence. The throne of Sparta rests
+        with her.
+
+Leonidas lifts his shield and looks back at his 300 men.
+The Captain nods that his men are ready. Leonidas calls
+back to the Spartan Councilmen.
+
+                  LEONIDAS
+        What can you do? Sparta will need
+        sons.
+
+Leonidas moves toward his men, to begin their long march
+North.
+
+                   GORGO
+        Spartan!
+
+Leonidas turns to his wife's voice.
+
+                  LEONIDAS
+        Yes, my lady.
+
+The Queen walks to him, lifting from her neck the simple
+leather necklace, attached is a wolf fang. Her husband's
+first boyhood enemy.
+
+                  GORGO
+        Come back with your shield... or on
+        it.
+
+Leonidas bows slightly, as she passes the necklace over his
+head.
+                                                              23.
+
+
+                       LEONIDAS
+             Yes, my lady.
+
+     There are no tears from her eyes, nor trembling in his
+     voice.
+
+                       DILIOS (V.O.)
+             Goodbye, my love. He doesn't say
+             it. There is no room for softness,
+             not in Sparta. No place for
+             weakness.
+
+     Leonidas and his 300 start to march from Sparta.
+
+                       DILIOS (V.O.)
+             Only the hard and strong may call
+             themselves Spartans.
+
+     The King knows he will never see her again. He will never
+     see Sparta again.
+
+     They march on!
+
+                       DILIOS (V.O.)
+             Only the hard. Only the strong.
+
+
+20   EXT. MOUNTAINS NEAR SPARTA                                     20
+
+     On a distant blade of rock, a LONE FIGURE, hobbled and
+     bent, follows the Spartans as they move across the golden
+     fields.
+
+
+21   EXT. MOUNTAIN FOOTHILLS                                        21
+
+     WE HEAR: the sound of twin FLUTES and goat hide sandals
+     against soil. In silence, they march over the sharp rocks
+     and earth, looming steadily, weaving a small shapeless mass
+     of men North.
+
+                       DILIOS (V.O.)
+             We march. For our lands. For our
+             families. For our freedoms.
+
+     On the broken ridgeline more men appear, other pockets of
+     strong Hoplites from city-states that have heard the call
+     to war.
+
+                       DILIOS (V.O.)
+             Noisy Arcadians greet us with noisy
+             complaints.
+                                                         24.
+
+
+Leonidas leads his men and greets the Arcadians.
+
+                  LEONIDAS
+        Daxos, a pleasant surprise.
+
+DAXOS, a tree trunk of a man, circular shield strapped his
+back, leads the Arcadian force.
+
+                  DAXOS
+        This morning's full of surprises,
+        Leonidas.
+
+His men look at the small Spartan numbers and begin to
+murmur among themselves.
+
+                  ARCADIANS
+        We have been tricked ... There
+        can't be more than a few hundred of
+        them ... This is a surprise ...
+
+                   DAXOS
+        Silence.
+
+The men settle and listen... listen carefully to the words
+that will come.
+
+                  DAXOS
+        We were told Sparta was on the
+        warpath! We were eager to join
+        forces.
+
+                  LEONIDAS
+        If it is blood you seek, you are
+        welcome to join us.
+
+Daxos scans the Spartans, counting quickly the rows of men,
+unmoving under the weight of their armor as if carved from
+the mountain itself.
+
+                  DAXOS
+        But you bring only this handful
+        against Xerxes? I see I was wrong
+        to expect Sparta's commitment to at
+        least match our own!
+
+Leonidas sits atop a smooth, moss-covered stone.
+
+                  LEONIDAS
+        Doesn't it?
+
+Leonidas glances to the Arcadians.
+
+                   LEONIDAS
+                                                           25.
+
+
+        You there. What is your profession?
+
+A small-framed ARCADIAN steps forward.
+
+                  ARCADIAN #1
+        I am a potter, sir.
+
+Leonidas points to another.
+
+                  LEONIDAS
+        And you, Arcadian. What is your
+        profession?
+
+Another Arcadian responds from group.
+
+                  ARCADIAN #2
+        A sculptor, sir.
+
+Leonidas points again to the crowd.
+
+                    LEONIDAS
+        And you?
+
+                  ARCADIAN #3
+        A blacksmith.
+
+Again the King points.
+
+                    LEONIDAS
+        You?
+
+                    ARCADIAN114
+        A baker.
+
+Leonidas stands, turning to his 300.
+
+                  LEONIDAS
+        Spartans! What is your profession?
+
+From the silent mass of Spartan muscle, 300 spears and
+swords are raised to the sky, a collective battle cry exits
+each, thunder and fire that spits forth from their bellies.
+
+                    SPARTANS
+        Haaawooo!
+
+The Spartan weapons lower and raise again and again each
+time the men grow louder with their chant of war.
+
+                    SPARTANS
+        Haaawooo!
+                                                              26.
+
+
+     Leonidas nods softly at his men and turns to Daxos.
+
+                       LEONIDAS
+             You see, old friend? I brought more
+             soldiers than you did.
+
+
+22   INT. GORGO'S PRIVATE GARDEN - SPARTA - DUSK                    22
+
+     On the ground, simple oil-fed cauldrons burn bright,
+     casting shadows that dance along the branches of olive
+     trees. Gorgo meets with a Spartan LOYALIST near the
+     garden's roughly chiseled steps.
+
+                       LOYALIST
+             Is such secrecy needed?
+
+                       GORGO
+             When is one to trust beyond the
+             walls of their own home? Even here,
+             Theron has eyes and ears that fuel
+             Sparta with doubt and fear.
+
+                       LOYALIST
+             Don't worry. Leonidas and his men
+             are strong.
+
+                       GORGO
+             It is not his strength that worries
+             me ... if Xerxes is not stopped ...
+
+                       LOYALIST
+             He will be stopped.
+
+                       GORGO
+             If Persians advance beyond the
+             narrows to the North, they will
+             leave no one to tell our story.
+             They will grind Spartan bones to
+             flour and serve them to their Army.
+
+     The Loyalist reflects on the Queen's words.
+
+                       GORGO
+             I now bear the weight of the king's
+             responsibility. If Leonidas fights
+             for what he believes, so must I,
+             here in Sparta.
+
+     Gorgo stands beneath an arbor of lavender.
+
+                       LOYALIST
+                                                        27.
+
+
+        I can arrange for you to speak to
+        the Council. Many would vote to
+        commit all we have and follow
+        Leonidas, but you must show them
+        favor, explain why their King would
+        betray the law of his land.
+
+                  GORGO
+        Laws created by men who have never
+        shown valor.
+
+                  LOYALIST
+        Is it recklessness or valor?
+        Without reason the Council can
+        believe either.
+
+Gorgo watches a Spartan guard on horseback ride out of the
+city into the blackness of night.
+
+                  GORGO
+        I will go to the Council, and if it
+        is reason they want, I will let
+        them know.
+
+                  LOYALIST
+        Know what, my Queen?
+
+                  GORGO
+        How precious this liberty we enjoy
+        is. Why freedom isn't free at all.
+        It comes with the highest of costs.
+        The cost of blood.
+
+The Loyalist nods in agreement with his Queen.
+
+                  LOYALIST
+        I'll bring together the city's
+        council, and its chamber will be
+        filled by your voice.
+
+The Loyalist gathers himself and readies to leave.
+
+                  GORGO
+        Why do you do this?
+
+                  LOYALIST
+        Leonidas is my King, as well as
+        yours.
+
+The Loyalist bows his head and goes without sound, leaving
+the Queen to view the stars that spread across the obsidian
+night.
+                                                             28.
+
+
+23   EXT. GREEK WAR CAMP - NIGHT                                   23
+
+     Most Spartans sleep, huddled near each other, laying over
+     their bronze shields like massive rag dolls of war.
+
+     The Captain moves across the campsite to Leonidas. They
+     watch the bursts of dying sparks jump out of the flames and
+     vanish.
+
+                       CAPTAIN
+             No sleep tonight?
+
+                       LEONIDAS
+             Not for the King.
+
+     Leonidas studies the fire.
+
+                       CAPTAIN
+             Too restless ... eager as a youth
+             ... eager as a beardless wet-nosed
+             cadet for battle.
+
+     Leonidas looks towards his men and then back to the
+     Captain. They share a moment and nod, a moment only shared
+     and understood by men who have given themselves fully to
+     one thing their whole lives. Leonidas' voice quiets.
+
+                       LEONIDAS
+             All my forty years have been a
+             straight road to this one gleaming
+             moment in destiny. This one radiant
+             clash of shield and spear and sword
+             and bone and flesh and blood.
+
+     Leonidas returns to the fire, watching it dance. The King's
+     eyes close for a moment. Just a dream of sleep would be
+     enough.
+
+
+24   EXT. PINDOS MOUNTAINS                                         24
+
+     The day has turned and grey mist rises in ghostly shapes
+     from the spine of the mountains. The band of brothers
+     descends through the merciless heat. Astinos points to the
+     ridgeline.
+
+                       ASTINOS
+             We are being followed.
+
+     The silhouetted figure looms, watching the Spartans'
+     progress.
+
+                       LEONIDAS
+                                                               29.
+
+
+             It has followed us since Sparta.
+
+                       CAPTAIN
+             A Persian scout?
+
+     The Spartans rest for a moment.
+
+                       LEONIDAS
+             No. Its stride is more beast than
+             man.
+
+     Stelios points to thin columns of black smoke on the blue
+     horizon.
+
+                       STELIOS
+             Look, my King.
+
+
+25   EXT. GREEK VILLAGE                                              25
+
+     As the Spartans and Greeks enter. Buildings still smolder
+     and fall to ash. A complete wasteland, void of hope and
+     song, filled with smell of slaughtered livestock and the
+     dead.
+
+                       STELIOS
+             What happened here? Where are the
+             people?
+
+     Leonidas scans the details of the destruction. Footprints
+     in the wet earth, hooves of strange beasts, torn bits of a
+     peasant's dress. Leonidas crouches, tracing with his finger
+     the claw-like footprints in the blood-soaked earth.
+
+                          LEONIDAS
+             Persians.
+
+     The Captain kneels next to Leonidas after surveying the
+     scene.
+
+                       CAPTAIN
+             I put their numbers at around
+             twenty.
+
+                       LEONIDAS
+             A scouting party ... But these
+             footprints ... What could have ...
+
+                          STELIOS
+             A child!
+                                                        30.
+
+
+The Spartans turn to see the naked form of a CHILD. A
+phantom, her thin pale body, covered in dirt and dried
+blood. The mass of Greek warriors part as she moves between
+them and stands before Leonidas in silence.
+
+                  LEONIDAS
+        Water.
+
+                  CHILD
+        It's quiet now ... They ... they
+        came with beasts from the blackness
+        ... monsters ... dark-skinned ...
+        cold eyes ... from my nightmares.
+
+The Child is stoic in her telling of the tale.
+
+                  CHILD
+        With their claws and fangs they
+        grabbed them ... everyone ...
+        everyone but me.
+
+                  SPARTAN
+        I've found them.
+
+A Spartan points to a massive wind-blown tree at the top of
+a hill.
+
+The Child collapses at the feet of the King. Leonidas
+slowly lifts her into his arms.
+
+He closes the eyes of the lifeless child and looks towards
+the lone ancient tree. Where VILLAGERS, MAN, WOMAN,CHILD
+have been strung out like Christmas ornaments, hundreds of
+Persian arrows pierced through their limbs and bodies.
+
+                  STELIOS
+        Have the gods no mercy!
+
+                  DAXOS
+        We are doomed.
+
+                  CAPTAIN
+        Quiet yourself.
+
+The Spartans and free Greeks move slowly towards the
+haunting tree. Leonidas stands without expression, holding
+the dead child.
+
+                  DAXOS
+                                                                31.
+
+
+             The child speaks of the Persian
+             ghosts, knows from the ancient
+             times, bound by the myth and magic
+             of the night ... They are the
+             hunters of men's souls.
+
+     Some of the Greeks nervously look at each other.
+
+                       DAXOS
+             They cannot be killed or defeated,
+             not this darkness, not these
+             immortals.
+
+     Leonidas lays the small child's frame at the base of the
+     tree.
+
+                       LEONIDAS
+             Immortals? We will put their name
+             to the test.
+
+
+26   EXT. HOT GATES - SUNSET                                          26
+
+     Leonidas pauses, watching the men stream down past him into
+     the narrow canyon called the Hot Gate. The WIND HOWLS
+     through the ancient cut in the mountains and the crimson
+     Spartan capes ...
+
+     ... SNAP like flags.
+
+                       DILIOS (V.O.)
+             We march ... from Lakonia ... from
+             sacred Sparta ... we march ... for
+             Honor's sake ... for Glory's sake
+             ... we march ... Into hell's
+             mouth.we march.
+
+     Leonidas nods to a few passing brothers, dust swirls as the
+     Captain and his son pass. Leonidas and the Captain share a
+     moment which causes the Captain to slap a strong hand on
+     his son's back, smile at him, a father and son joined in
+     battle, and then turns back to Leonidas. The look of pride
+     still on his face.
+
+     The Captain makes his way through the current of soldiers
+     to stand next to his King, his friend.
+
+     As the troops thunder past, the two survey the landscape
+     for a moment, looking down through the Hot Gates to the
+     ocean. Dilios stops and points into the far distance.
+
+                       DILIOS
+             Look! Persians!
+                                                         32.
+
+
+Countless Persian ships bob like toys on an angry sea,
+pulling down distant sails in preparation for a coming
+storm. Black bellies of clouds mix with the last light of
+day.
+
+                  DILIOS
+        Did you know the God King Xerxes
+        requires no less than 8,000 slaves
+        to move and assemble his personal
+        compound. That the zoo of animals
+        that accompany him consume over 100
+        tons of wheat, hay and meat a day.
+        That their Persian war brothel is
+        contained in over 80 tents and its
+        number of concubines, goats and war
+        boys outnumber us 3 to 1. And that
+        the column of carts that bear the
+        skins and barrels of fermented
+        barley and wine is over 15 miles
+        long.
+
+                  CAPTAIN
+        Well, at least we'll die with the
+        stench of Persian whores on our
+        cocks and the taste of Persian wine
+        on our lips.
+
+                  LEONIDAS
+        Die perhaps ... or live forever.
+
+                  CAPTAIN
+        An optimist.
+
+                  LEONIDAS
+        I can afford to be ... I've got you
+        on my side.
+
+The Captain nods to his friend as the nearing soldiers
+clamor by ...
+
+                  CAPTAIN
+        You do indeed. The burden of
+        Kingship you bear alone, but our
+        friendship we bear together.
+
+Dilios takes a few steps past Leonidas, following the men
+who head down to the sea, then turns back to them.
+
+                  DILIOS
+        Come, let's watch these motherless
+        dogs as they are embraced by the
+        loving arms of Greece herself.
+                                                                33.
+
+
+     Leonidas takes a look at the sky and then back to the
+     Persian fleet.
+
+                       LEONIDAS
+             True, it does look like rain.
+
+
+27   EXT. SEA CLIFF                                                   27
+
+     Lightning flashes across a violent sky, exploding the mast
+     of a Persian trireme. The vessel is tossed on giant SURF,
+     CRASHING it into the rocky coast.
+
+                       DILIOS (V.O.)
+             Let the others scurry for cover. We
+             rush to bear witness. The Gods
+             play. Zeus stabs the sky with
+             thunderbolts. Boreas howls,
+             bullied... and batters the sea with
+             hurricane wind.
+
+     Daxos joins Leonidas and his men as they stand above the
+     sea on the cliff watching as one after another, the Persian
+     fleet is smashed in SLOWMOTION, to kindling. Below, another
+     bolt of lightning briefly illuminates faces of the
+     countless drowning slave oarsmen gasping for breath among
+     the splintered timbers of the Persian Armada.
+
+                       DILIOS (V.O.)
+             Poseidon rises, rudely awakened,
+             furious, his surf clawing at the
+             stars.
+
+     The RAIN POUNDS against Leonidas' shield like war drums as
+     he drinks in the carnage below.
+
+                         DILIOS (V.O.)
+             Glorious.
+
+     Behind Leonidas, his men laugh. Cries of jubilation are
+     heard. The men embrace and Daxos raises his fist in victory
+     as another massive Persian ship explodes onto the rocks and
+     again the surf surges made viscous by flesh and wood.
+
+                       DILIOS (V.O.)
+             Laughter, song and praise for the
+             Gods that will continue to the next
+             day's dawn.
+
+     Then another flash of lightning as the men behind dance
+     with time suspended, in ecstasy of jubilation. Leonidas,
+     jaw set, face cold, stern and motionless, says nothing.
+                                                               34.
+
+
+                       DILIOS (V.O.)
+             Only one among us keeps his Spartan
+             reserve.
+
+     Leonidas slowly lowers his shield, allowing the rain to run
+     down his unmoving face.
+
+                        DILIOS (V.O.)
+             Only he.
+
+     THUNDER mixed with laughter and the pounding sea. The
+     distant cries of a host of drowning Persians. Leonidas
+     lifts his chin in slow motion to the rain and closes his
+     eyes, breathes the salty air and turns back through his men
+     to the Spartan camp.
+
+                       DILIOS (V.O.)
+             Only our King.
+
+
+28   EXT. NEAR THE PERSIAN CAMP - DAWN                               28
+
+     A handful of Spartans moves silently through the misty
+     forest at a pace impossibly fast for the lack of sound. No
+     helmets, no shields.
+
+     FLASHES of red and steel between the trunks of mountain
+     pines.
+
+     A Spartan points to the edge of a bluff just in front of
+     them, the forest silhouetted by the bright sky, telling
+     Daxos they have reached the overlook they had ventured into
+     the woods to find.
+
+     He crawls on his belly until he is next to the Spartans who
+     lie at the cliff's edge looking down on the Persian
+     encampment. Daxos' breath catches in his throat as terror
+     grips him staring down on the camp of his enemy.
+
+     WE SEE: the greatest gathering of men and animals the world
+     has ever seen, for the valley below him, which stretches
+     five miles across, bordered on one side by the sea and on
+     the other by the mountains, contains from edge to edge a
+     city of tents complete with roads that team with people and
+     carts and horse and creatures no Greek eye has seen before.
+     At the coast, countless thousands of ships are being
+     unloaded and tended to. Vast legions of men march this way
+     and that, the smoke from the tens of thousands of fires has
+     created a cloud of black that drifts and clings over the
+     nearby mountains.
+
+                        DAXOS
+                                                                35.
+
+
+             I saw those ships smashed on the
+             rocks. How can this be?
+
+                       SPARTAN
+             We saw but a fraction of the
+             monster that is Xerxes' army.
+
+     The Spartan smiles, shaking his head at the sheer
+     spectacle.
+
+                       DAXOS
+             We are doomed. There can be no
+             victory here. Why do you smile?
+
+                       SPARTAN
+             Arcadian, I have fought countless
+             times ... Yet I have never met an
+             adversary who could offer me what
+             we Spartans call a Beautiful Death.
+             I can only hope with all the
+             world's warriors gathered against
+             us that there might be one down
+             there who's up to the task.
+
+     With that he slaps a hand on Daxos' back and laughs.
+
+
+29   EXT. MOUNTAIN FOOTHILLS                                          29
+
+     WE SEE: a form, half-man/half-unknown, who has followed
+     Leonidas. Its hunched back, gruesome and abstract, face
+     rutted and worn like leather. EPHIALTES moves with a broken
+     gait, mouth shaped like a gunshot wound, eyes uneven, wild
+     with determination.
+
+                       EPHIALTES
+             Honored father ... Smile down upon
+             me from your place of rest. This
+             day your son will prove himself.
+
+     Ephialtes' feet trample over the wild scrub and withered
+     flowers sheathed in dust.
+
+                       EPHIALTES
+             I will show you that you were not
+             wrong to protect me. I will show
+             you that I am worthy.
+
+     Ephialtes stops at the edge of a high cliff, cupping his
+     misshapen hand towards his face, inhaling deeply, smelling,
+     questioning the air itself.
+
+                       EPHIALTES
+                                                               36.
+
+
+             Bastards.
+
+     WE HEAR: the sound of TROOPS marching in the distance.
+
+     A PERSIAN GENERAL carried atop a golden throne, surrounded
+     by BODYGUARDS. He whips his slaves and pushes them on.
+
+                       EPHIALTES
+             Persian bastards! We'll kill all of
+             you.
+
+     Ephialtes grits his teeth and growls at the passing Persian
+     display.
+
+                       EPHIALTES
+             We Spartans will destroy you.
+
+
+30   EXT. HOT GATES - DAWN                                           30
+
+     Morning calisthenics. Leonidas leans on his spear,
+     watching. A summer WIND blows cool off the Aegean. Bodies
+     straight, teeth clenched at the zenith of a military push
+     up, they hold that pose.
+
+     On each of their backs stands another Spartan with shield,
+     helmet, spear and cape. Muscles shake and quiver under 200
+     pounds of men and armor.
+
+     Daxos rushes into the Spartan campsite. Leonidas turns from
+     his men who can be heard in the b.g.
+
+     Leonidas is calm, almost pleasant.
+
+                       LEONIDAS
+             Daxos, you're up early for an
+             Arcadian.
+
+     Daxos is scared, he points in the direction of the sea.
+
+                       DAXOS
+             A Persian General approaches. You
+             should come and speak to him. It is
+             our one chance for survival.
+
+     The King nods slowly at Daxos.
+
+                       DAXOS
+             You are the King. Your men are ill-
+             prepared for the delicate matters
+             of state. I fear the welcome that
+             this ambassador will receive and
+             the message it sends to Xerxes.
+                                                             37.
+
+
+     Leonidas smiles at Daxos.
+
+                       LEONIDAS
+             No, on second thought, I am busy.
+             My boys will meet him at the wall
+             and I think you will find them
+             quite prepared to show him a proper
+             Spartan welcome.
+
+
+31   EXT. SEASIDE ROAD                                             31
+
+     Persians advance up the primitive highway. The Persian
+     General's gold litter, carried by twelve slaves at a dead
+     run, suddenly slows as it approaches the Hot Gates. Fear
+     grips the dark-skinned slaves who carry the General.
+
+     More afraid of what they see than the General's whip.
+
+                       DILIOS (V.O.)
+             Perhaps King Xerxes sent his
+             General to negotiate our surrender.
+             Or perhaps he wonders why he has
+             not heard from his scouts.
+
+     As they round the last bend, the Hot Gates still in the
+     distance, they are greeted by two dozen dead Persian
+     scouts. Each impaled by a spear so that it protrudes from
+     his mouth. The shafts of the spears inside their bodies
+     cause them to sit upright.
+
+     The dead scouts adorn the rocks and dirt mounds, a signpost
+     to the General that he is headed in the right direction.
+     His handful of bodyguards are frozen as they stare at the
+     gruesome display.
+
+
+32   EXT. MOUNTAIN FOOTHILLS                                       32
+
+     Ephialtes watches the Persian General and his column of men
+     fade into the distance.
+
+                       EPHIALTES
+             Destroy them, right up their camel-
+             callused backsides.
+
+     Ephialtes spins and thrusts the sky with his. spear in mock
+     battle.
+
+                       EPHIALTES
+             Blessed Spartans! The boldest of
+             men. The finest warriors in all the
+             world!
+                                                                38.
+
+
+     He turns and opens his stride across the sharp rocks.
+
+                       EPHIALTES
+             They will accept me. They must
+             accept me. Father! Beloved Mother!
+             You will see that you were right to
+             protect me.
+
+     And now the creature runs.
+
+     The path is strange and solemn. Among the ferns and
+     mountain oaks, granite shelves, ragged escarpments of stone
+     and earth braced by the invisible hands of the Gods
+     themselves.
+
+     He runs to warn his Spartans.
+
+
+33   EXT. WALL OF THE DEAD                                            33
+
+     Near the entrance to the Hot Gates. The Persian General
+     half-stands out of the ornate chair, borne on the shoulders
+     of bleeding slaves, to better see who among his enemies are
+     gathered at the wall which now acts as a barrier, funneling
+     would-be attackers into the Hot Gates.
+
+     A large group of Spartans work at putting the finishing
+     touches to the wall. Stelios puts a large rock in place at
+     the top of the wall and, already sweating hard, glances at
+     the approaching General who calls up to him.
+
+                       GENERAL
+             You there! Who commands here?
+
+     Stelios stares down at him, then to the water below. He
+     takes a breath and leaps fifty feet to the sea. His form is
+     perfect. The General watches as he hits the water headfirst
+     with barely a splash.
+
+     The General looks at the men as they work on the wall. No
+     one has stopped. The General stands, frustrated, on the
+     platform supported by slaves, and calls again to the men
+     working on the wall.
+
+                       GENERAL
+             I am the emissary of the Ruler of
+             all the World, the God of Gods, the
+             King of Kings and I demand by that
+             authority that you show me your
+             commander.
+
+     One or two of the Arcadians look over their shoulders at
+     the Persian General.
+                                                           39.
+
+
+                  GENERAL
+        Listen and learn, Spartans. I am
+        tired of your petulance.
+
+Stelios climbs the cliff face up out of the salt water. He
+leans against a boulder and begins sharpening his sword
+with a found stone.
+
+                  GENERAL
+        Do you think that the paltry dozen
+        you slew scares us or means
+        anything to us? They are nothing to
+        the great Xerxes. Why, these hills
+        swarm with our scouts. They watch
+        us even now. They move like
+        shadows.
+
+The men still work, moving the rocks, handing them to one
+another, ignoring the Persian General, who laughs a one-
+breath laugh and looks to his nervous men. He then points
+at the wall.
+
+                  GENERAL
+        Do you think your pathetic wall
+        will do anything except fall like a
+        heap of dry leaves in the face of
+        ...
+
+His words catch in his throat as he sees that the wall
+before them is built not just out of stone.
+
+WE SEE: Jammed between the boulders and rocks are the
+heads, limbs, and bodies of countless Persian scouts. Even
+their horses have not been spared. Their faces in grim
+crimson and black clotted blood against the gray of stones.
+The General and his-horrified bodyguards scan the wall
+which looms before them. A monument to death.
+
+Stelios lowers his chin, glides his sharpening stone one
+last time down the length of his BLADE which --
+
+RINGS with sparks and the song of iron on stone. The
+General struggles for something to say.
+
+                  STELIOS
+        Our ancestors built this wall using
+        ancient stones from the bosom of
+        Greece herself and, with a little
+        Spartan help, you Persians supplied
+        the mortar.
+
+                  GENERAL
+        You will pay for your barbarism.
+                                                           40.
+
+
+And with that, he loads his whip to strike. Stelios,
+without hesitation, closes the distance to the General in a
+heartbeat. Rising in a powerful leap, his freshly sharpened
+sword FLASHES through the General's arm at the elbow.
+
+The General's litter crashes to the ground. His slaves dive
+for the protection of nearby rocks. Stelios stands over the
+General as he grips his stump in pain, blood pumping
+between his fingers. Each of his bodyguards frozen at spear
+point by the now agitated Spartans.
+
+                  GENERAL
+        My arm!
+
+                  STELIOS
+        It's not yours anymore. Go now. Run
+        along and tell your Xerxes he faces
+        free men here. Not Slaves. Do it
+        quickly before we decide to make
+        this wall just a little bit bigger.
+
+The General breathes a labored breath, swallows hard and
+narrows his brow.
+
+                  GENERAL
+        Not slaves, no. Your women will be
+        slaves, though. Your sons and
+        daughters, and elders will be
+        slaves. But not you. By noon this
+        day you will be dead men.
+
+Stelios is unmoved by the General's speech.
+
+                  GENERAL
+        One hundred nations of the Persian
+        Empire descend upon you.
+
+The General is helped back to his golden perch and his
+slaves shoulder his lighter weight. He turns one last time,
+to the massive wall, to the men that built it, and the
+butcher that took his arm.
+
+                  GENERAL
+        Our arrows will blot out the sun.
+
+Stelios never changes his expression. His eyes are as cold
+as the bracing AEGEAN which CRASHES relentlessly on the
+cliffs below.
+
+                  STELIOS
+        Then we will fight in the shade.
+                                                                41.
+
+
+34   EXT. COASTAL HILLS                                               34
+
+     Leonidas and his Captain watch as the Persian Ambassador
+     retreats back to Xerxes and his legions.
+
+                       CAPTAIN
+             The wall is solid. It will do the
+             job of channeling the Persians into
+             the Hot Gates, and the rest of our
+             defenses are nearly complete.
+
+                       LEONIDAS
+             Captain, have the men found any
+             route through the hills to our
+             back?
+
+                       CAPTAIN
+             None, sir.
+
+     Atop the brown stones and pale ground stands Ephialtes,
+     like a broken creature.
+
+                       EPHIALTES
+             There is such a route, good King.
+
+     Ephialtes lowers his bronze shield to reveal his entire
+     body.
+
+                       EPHIALTES
+             Just past that western ridge. It's
+             an old goat path. The Persians
+             could use it to outflank us.
+
+     The Captain steps forward and levels his spear at
+     Ephialtes' frame.
+
+                       CAPTAIN
+             Not one step closer, Monster.
+
+     Ephialtes bows his head towards Leonidas.
+
+                       EPHIALTES
+             Wise King, I humbly request an
+             audience.
+
+     The Captain stands firm.
+
+                       CAPTAIN
+             I'll skewer you where you stand!
+
+     Leonidas lowers his spear in front of the Captain's chest,
+     stopping him from advancing towards Ephialtes.
+                                                         42.
+
+
+                  LEONIDAS
+        I gave no such order.
+
+The Captain looks to his King away slowly, and backs
+watching Ephialtes as he returns to his men who prepare for
+the Persians.
+
+                  LEONIDAS
+        Forgive the Captain. He is a good
+        soldier ... but a bit short on
+        manners.
+
+Ephialtes squints and shortens his gaze to Leonidas.
+
+                  EPHIALTES
+        There is nothing to forgive, brave
+        King. I know what I look like.
+
+                  LEONIDAS
+        You wear the crimson of a Spartan.
+
+Ephialtes steps closer to the King, lifting his head with
+pride.
+
+                  EPHIALTES
+        I am Ephialtes, born of Sparta. My
+        mother's love led my parents to
+        flee Sparta, lest I be discarded.
+        My father became a shepherd ... but
+        he taught me the warrior's way.
+
+                  LEONIDAS
+        Your weapons and armor?
+
+                  EPHIALTES
+        My father's, sir.
+
+Silence lays between the King and the eager soul.
+
+                  EPHIALTES
+        I beg you, bold King, to permit me
+        to redeem my father's name by
+        serving you ... in combat.
+
+Leonidas leans onto a smooth, cool stone.
+
+                  EPHIALTES
+        You will see ... Day and night my
+        father trained me.
+
+Ephialtes opens his stance and twirls the shaft of his
+spear, blurring the speed of its arc.
+                                                           43.
+
+
+                  EPHIALTES
+        To feel no fear ... to show no pain
+        ... to make spear and shield and
+        sword as much a part of me as my
+        own beating heart.
+
+Ephialtes jabs his spear towards Persian camps in the the
+distance, breathing, growling at the imaginary men that
+fall before him.
+
+                  EPHIALTES
+        You see? My arms are strong and my
+        reach is long. I will earn my
+        father's armor, noble King ... and
+        reclaim my family's honor.
+
+                  LEONIDAS
+        A fine thrust ...
+
+                  EPHIALTES
+        I will kill many Persians!
+
+Leonidas stands, shadow towering over the warped form of
+Ephialtes.
+
+                  LEONIDAS
+        Raise your shield!
+
+Ephialtes stops his attack.
+
+                  EPHIALTES
+        Sir?
+
+                  LEONIDAS
+        Raise your shield as high as you
+        can.
+
+Ephialtes lifts the shield. He is half hidden behind the
+circle of hammered bronze.
+
+                  LEONIDAS
+        Your father should have taught you
+        how our Phalanx works. We fight as
+        a single impenetrable unit. That is
+        the source of our strength.
+
+Leonidas demonstrates the defensive stance.
+
+                  LEONIDAS
+        Each Spartan protects the man to
+        his left from thigh to neck with
+        his shield. A single weak spot ...
+        and the phalanx shatters.
+                                                           44.
+
+
+Leonidas takes his hand to the top of Ephialtes' shield and
+measures the height, a good two feet shy of the needed
+mark.
+
+                  LEONIDAS
+        From thigh to neck, Ephialtes.
+
+The King shakes his head slowly as Ephialtes lowers his
+shield.
+
+                  LEONIDAS
+        I am sorry, my friend, not all of
+        us are made to be soldiers.
+
+                    EPHIALTES
+        But I ...
+
+Leonidas places his hand on the shoulder of Ephialtes.
+
+                  LEONIDAS
+        If you want to help Sparta in its
+        victory, you can clear the
+        battlefield of the dead, tend the
+        wounded, bring them water, but as
+        for the fight itself, I cannot use
+        you.
+
+The King turns quietly away and heads down the slope of
+limestone towards his 300.
+
+                  EPHIALTES
+        Mother, Father, you were wrong.
+
+Ephialtes turns away, towards the cliff's edge.
+
+                  EPHIALTES
+        You are wrong, Leonidas. You are
+        wrong!
+
+But the King continues, growing smaller in the distance.
+
+Ephialtes turns and leaps from the cliff, disappearing from
+the high outcropping of rock, making not another sound.
+
+The Captain watches as Leonidas crosses the folds of rock,
+windblown brush, shade-dappled grass, fine as thread.
+
+                  LEONIDAS
+             (to the Captain)
+        Dispatch the Phocians to the goat
+        path and pray to the Gods that
+        nobody tells the Persians about it.
+                                                               45.
+
+
+     The Earth begins to shake and lift, rocks loosen and
+     cascade down the cliff face. The Spartans and the other
+     Greeks steady themselves.
+
+     The distant RUMBLING GROWS... STRONGER... LOUDER!
+
+                       LEONIDAS
+             Battle formations!
+
+     Without hesitation the Spartan guard and others move
+     quickly, grabbing their weapons.
+
+                       DILIOS (V.O.)
+             For a beast approaches ... savoring
+             the meal to come.
+
+
+36   EXT. PERSIAN ENCAMPMENT                                         36
+
+     And from the very sea itself, the Persian tents and rally-
+     points empty and break ground. They charge upwards through
+     the valley. They come in hordes, forward, fast, over the
+     rocks and shallows, they race on.
+
+                       DILIOS (V.O.)
+             A force of men so massive it shakes
+             the earth with its march.
+
+     Brown bearded forms, chest panels of crocodile cover ragged
+     men, smoothed leather head covers adorned with seashells
+     and human bones.
+
+                       DILIOS (V.O.)
+             An Army so vast ... beyond
+             imagining.
+
+     The Persians flow upward, through the valley floor and
+     foothills of the mountains.
+
+                       DILIOS (V.O.)
+             Poised to devour tiny Greece.
+
+     Like locusts the Persians swarm over the land, destroying
+     beneath their advance all that holds life. Nothing is
+     spared.
+
+                       DILIOS (V.O.)
+             To snuff out the world's one hope
+             for reason and justice.
+
+
+37   EXT. HOT GATES                                                  37
+                                                               46.
+
+
+     Armor is lifted. Leonidas runs forward, leading from the
+     front. The Captain and his 300 follow him down the broken
+     path.
+
+                       CAPTAIN
+             Follow your King.
+
+     Stelios lets out a battle cry that ECHOES off the steep
+     rock faces on either side of him. Dilios and the Captain's
+     son join him as they drop down along the funnel of stone.
+
+                       LEONIDAS
+             Earn your shields, boys.
+
+     They fork around obstacles, flow down en masse toward the
+     Hot Gates. Over rocks they leap. Today there is no need to
+     hunt ... the Spartan prey is before them ... one million of
+     them!
+
+
+38   EXT. WALLOF THE DEAD                                            38
+
+     WE HEAR: The sounds of HOOVES and HORSES, like distant
+     thunder, GROWINGCLOSER! Blue-turbaned riders, atop sleek
+     Arabian horses, dozens break the low hills and funnel past
+     the wall of the dead. Now, hundreds of horses are in full
+     gallop over the high grass. Riders lean forward on their
+     mounts, eyes fierce, scanning for Greek blood.
+
+
+39   EXT. HOT GATES                                                  39
+
+     Leonidas settles himself as the rest of his men arrive.
+
+     They form quickly around their King, quieting their racing
+     hearts, and listen to his words over the Persian
+     juggernaut.
+
+                       LEONIDAS
+             This is where we hold them!
+
+     The Spartans watch as the earth moves and undulates, heaves
+     forward, alive with forms dressed in loose silk and cloth.
+     They carry curved swords, ivory-handled daggers tucked into
+     belts of gold. Horsemen whip the infantry forward, while
+     others reach into wicker quivers that hold arrows from the
+     East.
+
+                       LEONIDAS
+             This is where we fight!
+                                                          47.
+
+
+The Spartans lower their shields into a perfect phalanx, a
+solid wall of bronze from one side of the Hot Gates to the
+other. Each man protects the next, each with spear extended
+towards the Persian wave.
+
+                  LEONIDAS
+        This is where they die!
+
+The Persian funnel off the Wall of the Dead up the last
+steps of the Hot Gates.
+
+                  LEONIDAS
+        Remember this day, men, for it will
+        be yours for all time.
+
+A snow-white Arabian and RIDER slows ... the mass of
+Xerxes' machine of war slows ... as the golden shields of
+Leonidas and his Spartans are revealed.
+
+                    PERSIAN HORSEMAN
+        Spartans!
+
+The air is heavy with the smells of leather, iron and
+sweat. Leonidas and his 300 do not move, only their breath
+can be heard against each other's backs.
+
+                  PERSIAN HORSEMAN
+        Lay down your weapons!
+
+WE SEE: From the Wall of the Dead appears the slow arc of a
+single javelin through the air. It settles quickly into the
+chest of the Persian Horseman, toppling him from his mount,
+dead before he touches Greek soil. Leonidas narrows his
+eyes to his enemies.
+
+                  LEONIDAS
+        Persians ... Come and get them!
+
+And with the defiance of the Gods themselves, Leonidas
+starts what many speak of but few have the heart for.
+
+WAR BEGINS!
+
+WE HEAR: First faint, then rising with the ranks, a low
+RUMBLING. Strange HORNS and CALLS TO WAR lift from the
+Persians, as if to warn of the Apocalypse that will follow.
+
+                  CAPTAIN
+        Shoulder to shoulder.
+
+The Spartan phalanx snaps to a perfect oak and bronze wall
+of defense.
+                                                          48.
+
+
+Beneath the hammered bronze, eyes locked forward, towards
+the howling enemy.
+
+The front rows of the Phalanx lower their lances of cornel
+wood and ash, eight feet from hand to razor-tipped end.
+This stand of men appears unworldly, as if some breathing
+metal beast that lays coiled, ready to attack.
+
+The force of Persian RAIDERS drops down the last open space
+and funnels straight to Leonidas and his men.
+
+                    CAPTAIN
+        Hold.
+
+The Spartans brace for battle.
+
+                  LEONIDAS
+        Give them nothing.
+
+Assyrians, Arabians, Bactrians, Cappadocians, Medes,
+Karians, Babylonians, Armenians, and other Asiatic tribes,
+a hundred nations thunder forward at the Spartan line.
+
+                  LEONIDAS
+        But take from them, everything.
+
+The Persians close within twenty yards of the forest of
+Spartan arms.
+
+                  CAPTAIN
+        Steady, boys.
+
+CRASH! East meets West. Wicker meets bronze.
+
+The Spartan line grits its teeth against the massive
+Persian onslaught. Thousands of Persians push against the
+wall of Spartan bronze. Sandals slide, plowing the earth as
+Spartan feet are forced back.
+
+A Persian blade draws the first Spartan blood, grazing
+across the shoulder of a young Spartan. He cries out in
+anger, breathing hate into the Spartan will.
+
+Leonidas strains   as he and his men finally slow the tide of
+silk and wicker,   steel and dark skin. They find a foothold
+that stops their   backwards movement, and all at once a
+thousand Persian   eyes grow large with fear as Leonidas
+lowers his body,   pushes forward, thrusting through Persians
+two at a time.
+                                                           49.
+
+
+The Captain rolls over the enemy without pause. Piercing
+through the silk leggings, puncturing their lungs with such
+power that the air escapes the chest wounds in great
+geysers.
+
+                  CAPTAIN
+        Push on!!!
+
+They push on, never breaking their impenetrable human wall.
+
+                    DILIOS
+        Aaaahhhh!
+
+Dilios' jabs land, cutting into Persian throats, the cries
+of pain muffled as they fall under the trampling feet of
+Spartan advance.
+
+                    CAPTAIN
+        Push!!!!
+
+They push on ...
+
+The Spartans gather strength from Greece herself, the
+invaders fall upon each other, one after the other.
+
+WE HEAR: The CRIES of men, strange tongues from foreign
+lands, GROANS and SCREAMS drift out and fall back to the
+lifeless bodies from which they came.
+
+                  LEONIDAS
+        Clear ... to the right.
+
+Scared Persians, hearts pounding in hollow determination,
+fall quick prey to the skill of the Spartans.
+
+                  CAPTAIN
+        No prisoners!
+
+                  SPARTANS
+        Haaawooo!!!
+
+They step and thrust, killing all before them.
+
+                    LEONIDAS
+        No mercy!
+
+                  SPARTANS
+        Haaawooo!!!!
+
+A deafening advance, the Spartans repel the Persian
+discharge with ease, forcing the incalculable numbers
+backwards.
+                                                           50.
+
+
+                  CAPTAIN
+        They look thirsty.
+
+                  LEONIDAS
+        Give them something to drink, boys.
+
+                  CAPTAIN
+        To the cliffs!
+
+The Spartan phalanx jolts too. Electrified, they push their
+burnished defense, relentless, driving over Persian bodies,
+grinding towards the coastal cliffs.
+
+Leonidas lurches, skewering another. The rear columns of
+attacking Persians begin to fold and fall away, over the
+high cliff's edge and into the sea below.
+
+WE HEAR: Gasps of men without earth beneath them, falling
+forms. High-pitched wails and caterwauls bleed forth and
+crumple back onto the force as they are pushed over the
+rocky line.
+
+By the hundreds they fall, embroidered tunics and mail
+jackets tumble, continuous and measured screams sing out as
+the Persians distort and separate into the churning salty
+grave.
+
+                   LEONIDAS
+        Hold.
+
+With the King's voice, the Spartans stop and watch the last
+Persian sail over the cliff face and disappear without a
+sound.
+
+                  CAPTAIN
+        Hell of a good start.
+
+                   SPARTANS
+        Haawooo!
+
+WE HEAR: Distant Arabian HORNS sound off. As a thousand
+HARPIES SCREECH and arrows cut loose.
+
+                  CAPTAIN
+        Tuck tail!
+
+The Spartans drop to a knee and cover their bodies with the
+bronze shelter from the incoming storm.
+
+The first wave of bronze heads sink into the ground around
+Leonidas and his men. Shaft after shaft rains into the
+Spartan shields, momentarily obscuring the sun with their
+volume.
+                                                          51.
+
+
+                  LEONIDAS
+        Persian cowards.
+
+Bowmen reach into their quivers and send more missiles by
+the thousands, an attack of size and strength never seen by
+Leonidas and his men.
+
+Astinos crouches, laughing beneath his makeshift bronze
+roof.
+
+                  STELIOS
+        What in the hell are you laughing
+        at?
+
+                  ASTINOS
+        You had to say it.
+
+Arrows pound off their shields, deflect, SHAFTS SNAP, they
+fall in a deluge, pinning Astinos' robe to the ground.
+
+                    STELIOS
+        What?
+
+                  ASTINOS
+        Fight in the shade.
+
+They both begin to laugh and now the others join in. As the
+last shrieking volley is cut loose ... All is silent, save
+the Spartans laughter on the battlefield.
+
+                  CAPTAIN
+        Settle down.
+
+Leonidas looks to his Captain.
+
+                  LEONIDAS
+        Let them laugh. It scares the fight
+        out of our enemy.
+
+The Captain nods.
+
+                    CAPTAIN
+        Recover.
+
+A cry erupts from the back of the Spartan formation. In the
+front position, Leonidas sees the mass of beast and men
+they now offer. His eyes widen to the sheer force and he
+sets his body for the impact.
+
+                  LEONIDAS
+        No heroes ... Today no Spartan
+        dies!
+                                                                52.
+
+
+     Astinos looks to his Father. The Captain nods softly, a
+     simple gesture of recognition that comforts his son before
+     Hell arrives.
+
+     Nostrils flare as the giant sand-colored beasts thunder
+     down upon the Spartan line.
+
+     The Captain locks his shield into his body. Stelios fights
+     back fear, his breath quickening in time with the advancing
+     mounts.
+
+     An explosion of pure violence.
+
+     Persians are thrown from their strange mounts, bodies
+     trampled; sweat and blood runs freely. Terror carved and
+     molded to each Persian face.
+
+                       DILIOS (V.O.)
+             We do what we were trained to do!
+
+     The Spartans advance with tremendous velocity, half-naked
+     forms, red ribbons, brilliant bronze armor rushing forward
+     without pause.
+
+                       DILIOS (V.O.)
+             What we were bred to do!
+
+     The Persians fight with curved swords, small war axes and
+     hammers engraved with lions' heads.
+
+                       DILIOS (V.O.)
+             What we were born to do!
+
+     It is as abstract as it is brutal. Persian men, torn limbs,
+     unclothed bodies, crushed and bloody, wounded figures,
+     empty hand-tooled saddles, beheaded camels, faceless masses
+     clutching to breath and pulse, one by one falling again and
+     again to Spartan endurance.
+
+                       DILIOS (V.O.)
+             No prisoners! No mercy! A good
+             start.
+
+
+41   EXT. SPARTAN MARKETPLACE - DAY                                   41
+
+     WE SEE: Gorgo and her son moving through the crowded
+     marketplace. Pleistarchos playfully darts between stone
+     columns and pools of bright sunlight.
+
+     The two move in a loose pair past dark chambers, where
+     BLACKSMITHS--
+                                                          53.
+
+
+-- POUND bronze and iron into blade and bowl. Potters shape
+red clay in vessels and plate. Gorgo stops at the mouth of
+an alley and calls to her son, who has disappeared behind a
+gaggle of HOUSEMAIDS, who bicker and gossip.
+
+                  GORGO
+        I am not chasing after you.
+
+The Queen waits a moment and sighs.
+
+                  GORGO
+        That's it, I'm leaving. Do you hear
+        me?
+
+Gorgo turns down the alley shaking her head. She passes the
+red homespun fabric, freshly dyed, they hang drying in the
+midday sun. The shadows of the hanger bars flash across her
+face as she moves between the blood-red fabric walls into a
+small courtyard. Carved out of stone is a simple bearded
+face and out of the stone mouth, water flows, falling into
+a small pool.
+
+The Loyalist sits, ringing a rag out in the clear water and
+places it on his neck.
+
+                  LOYALIST
+        I was afraid you might not come.
+
+He stands to his feet as Gorgo approaches.
+
+                  GORGO
+        I'm sorry, my son ... is ...
+
+She turns back towards the alley.
+
+                  LOYALIST
+        Doing what children do best. Please
+        don't apologize.
+
+Gorgo relaxes a bit, made comfortable by the Loyalist's
+manner.
+
+                  LOYALIST
+        He starts the Agoge next year. That
+        is always a hard time for Spartan
+        mothers.
+
+                  GORGO
+        Yes ... it will be hard, but also
+        necessary.
+
+The Loyalist ponders with a smile, remembering his time
+enduring the Spartan crucible.
+                                                        54.
+
+
+                  LOYALIST
+        In two days you will speak to the
+        council.
+
+Gorgo answers quickly.
+
+                  GORGO
+        My husband does not have two days.
+
+                  LOYALIST
+        Leonidas has chosen his battles and
+        so must you. These two days are a
+        gift.
+
+The Queen nods.
+
+                  LOYALIST
+        It's no secret that Theron wants
+        what you control. It is his voice
+        you must silence. Make an ally of
+        him and you will have your victory.
+
+The moment hangs between them both.
+
+                  GORGO
+        My son will be looking for me.
+        Thank you ... You are as wise as
+        you are kind.
+
+The Loyalist bows and moves off down a passageway. Gorgo
+turns to the fountain and splashes water on her face,
+relief from August heat. She pauses, letting the water pour
+over her hands, staring into the stone eyes of the
+fountain. From behind her, a voice.
+
+                  THERON
+        There's your mother.
+
+Gorgo turns to find Theron and Pleistarchos. Her son's eyes
+are nervous as Theron grips his shoulders from behind.
+Gorgo moves towards them both; Theron lets her son go and
+he runs to her side.
+
+                  THERON
+        You should keep a better eye on him
+        if he is to be King one day.
+
+Gorgo pulls her son into her. Theron studies the faces of
+both Queen and son.
+
+                  THERON
+                                                                55.
+
+
+             It would be unfortunate if anything
+             were to happen to him or his
+             beautiful mother.
+
+     Gorgo narrows her gaze at Theron.
+
+
+42   EXT. HOT GATES - AFTERNOON                                       42
+
+     It is a vision of Hell on Earth. Thousands of   Persian dead
+     lay in heaps. The ground turned to mud by the   countless
+     gallons of blood. The Spartans work gathering   weapons from
+     the fallen and putting the few Persians whose   injuries have
+     not killed them, out of their misery.
+
+     Leonidas and the Captain pull off their helmets. As they
+     do, the Captain sees a Persian crawling among the nearby
+     dead. He moves casually over to him.
+
+     The Captain looks back toward   Leonidas, tossing the King an
+     apple. As Leonidas bites into   it, the Captain puts a heavy
+     foot on the Persian to steady   him, then plunges a spear
+     through his back. The Persian   cries out, then dies.
+
+     The Captain pulls his spear free and moves to the King.
+
+                       CAPTAIN
+             The Arcadians are itching for
+             battle, sire. They're begging for a
+             crack at the Persians.
+
+                       LEONIDAS
+             Good! I've got something I think
+             they can handle. Tell Daxos I want
+             them eager, sober, and ready for
+             the next charge.
+
+     Stelios runs the last few yards right up to Leonidas and
+     the Captain.
+
+                       STELIOS
+                  (breathing hard)
+             King Leonidas.
+
+                       LEONIDAS
+             Stelios, catch your breath, boy.
+
+     Stelios puts his hands on his thighs and drops his head for
+     a moment.
+
+                       STELIOS
+             Yes, My Lord.
+                                                             56.
+
+
+     He breathes deeply, then swallows.
+
+                       STELIOS
+             Persians approach, My Lord. A small
+             contingent. Too small for an
+             attack.
+
+     Leonidas looks in the direction of Stelios' spear which he
+     uses as a pointer.
+
+                       LEONIDAS
+             Captain, you are in charge.
+
+                       CAPTAIN
+             But, Sire ...
+
+     Leonidas smiles at the Captain.
+
+                       LEONIDAS
+             Relax, old friend. If they
+             assassinate me, all of Sparta goes
+             to war.
+
+     Leonidas becomes more serious, his voice lowers.
+
+                       LEONIDAS
+             Pray they're that stupid ... pray
+             we're that lucky.
+
+     Leonidas begins to move across the landscape of the dead as
+     the Captain sighs, then sees another breathing Persian and
+     raises his spear.
+
+                       LEONIDAS
+             Besides, there's no reason we can't
+             be civil, is there?
+
+     The Captain buries his spear with crisp precision and the
+     life groans from one of the nameless horde of his enemy.
+
+                       CAPTAIN
+             None, sire.
+
+
+43   EXT. COASTAL PLAIN                                            43
+
+     A clearing between the Hot Gates and the Persian camps.
+     Leonidas slows to a stop. His expression a subtle smile. A
+     mix of amusement and disbelief at the display before him.
+     For, wedged between the sea and the jagged rock face of the
+     mountains, is a sight as impressive as it is absurd.
+                                                        57.
+
+
+100 men bear on their backs a giant golden throne beset
+with sculpted lions. Ancient script as old as time itself
+is carved upon the platform. It rises 20 feet above the
+shoulders of the bent slaves who carry it. At its summit,
+surrounded by golden gazelles and backed by a black sun,
+stands XERXES. Nearly 7 feet tall. Body of lean sinew,
+hairless, androgynous, and draped in adornments of gold.
+
+                  LEONIDAS
+        Let me guess. You are Xerxes.
+
+Xerxes moves down the richly carpeted stairs of his throne
+platform to the waiting Leonidas. Xerxes steps down, using
+the back of a kneeling slave as the final step.
+
+                  DILIOS (V.O.)
+        A voice as smooth as warm oil on
+        well-worn leather and as deep as
+        rolling thunder.
+
+                  XERXES
+        Come, Leonidas. Let us reason
+        together.
+
+Xerxes glides on powerful legs as Leonidas stands next to
+him.
+
+                  XERXES
+        It would be a regrettable waste ...
+        it would be nothing short of
+        madness were you, brave king, and
+        your valiant troops to perish all
+        because of a simple
+        misunderstanding.
+
+                  LEONIDAS
+        Don't lose sleep worrying over us.
+        We're having the time of our lives.
+
+Xerxes stops and turns to the Spartan King.
+
+                  XERXES
+        Brave words. Spartan words. I
+        admire you. The strength and honor
+        of your soldiers, their fierce
+        devotion. There is much our
+        cultures could share.
+
+                  LEONIDAS
+        Haven't you noticed we have been
+        sharing our culture with you all
+        morning?
+                                                          58.
+
+
+Xerxes smiles.
+
+                  XERXES
+        Yours is a fascinating tribe. Even
+        now you are defiant, in the face of
+        annihilation and the presence of a
+        god.
+
+Leonidas looks up at Xerxes.
+
+                  LEONIDAS
+        There is a fundamental difference
+        between us. You would kill any of
+        your men to win and I would die for
+        any of mine.
+
+As Leonidas and Xerxes stand together, silent archers pull
+bows taut, keeping an eye on the Spartan King.
+
+                  XERXES
+        You Greeks take pride in your
+        logic. I suggest you employ it.
+        Consider the beautiful land you so
+        vigorously defend. Picture it
+        reduced to ash at my whim!
+
+Leonidas is unmoved.
+
+                  XERXES
+        Consider the fate of your women.
+
+                  LEONIDAS
+        Clearly you don't know our women. I
+        might as well have marched them up
+        here judging by what I've seen. You
+        have many slaves, Xerxes, but few
+        warriors. It won't be long before
+        they fear my spears more than your
+        whips.
+
+Leonidas turns away from Xerxes and scans the hillside.
+Rocks fall in a cascade from a nearby cut in the cliff.
+Xerxes gently puts his hands on Leonidas' shoulder.
+
+                  XERXES
+        It is not the lash they fear, it is
+        my divine power. I am a generous
+        God. I can make you rich beyond all
+        measure.
+
+Xerxes leans closer to Leonidas, his voice goes to a hush.
+
+                  XERXES
+                                                        59.
+
+
+        I will make you warlord of all
+        Greece. You will carry my battle
+        standard into the heart of Europa.
+        Your Athenian rivals will kneel at
+        your feet, if you will but kneel at
+        mine.
+
+Leonidas exhales deeply, then steps out from under the God
+King's hand and looks at his feet.
+
+                  LEONIDAS
+        You are generous as you are divine,
+        oh King of Kings. Such an offer
+        only a madman would refuse.
+
+The Spartan King then takes a few slow steps away from the
+towering Xerxes.
+
+                  LEONIDAS
+        But the idea of kneeling, it's ...
+        you see slaughtering all those men
+        of yours has put a nasty cramp in
+        my leg. So kneeling will be hard
+        for me.
+
+                  XERXES
+        You sadden me, Leonidas. For as I
+        am reasonable, so am I vicious, and
+        as I am generous, so am I wrathful.
+
+Xerxes' body tenses under the weight of diplomatic words.
+
+                  XERXES
+        There will be no glory in your
+        sacrifice. I will erase the memory
+        of Sparta from the histories. Every
+        piece of Greek parchment shall be
+        burned. Every Greek historian and
+        every scribe shall have their eyes
+        put out and their tongues cut from
+        their mouths.
+
+Xerxes is afire, voice raised in contempt for the Spartan
+King.
+
+                  XERXES
+        Why, uttering the very name of
+        Sparta or Leonidas will be
+        punishable by death. The world will
+        never know you existed at all.
+
+Leonidas turns to Xerxes, eyes as cold as ice.
+                                                                60.
+
+
+                       LEONIDAS
+             The world will know free men stood
+             against a tyrant. That few stood
+             against many, and before this
+             battle was over, that even a God
+             King can bleed.
+
+
+44   EXT. HOT GATES - SUNSET                                          44
+
+     On the flat steps, before the Hot Gates. Stelios and
+     Astinos work piling Persian corpses into a great mound at
+     the Wall of the Dead. Muscles strain under the lifeless
+     bodies. The sun has just passed below the mountains, and
+     promise of the night's cold is first spoken by the breeze
+     which rises off the sea.
+
+                       STELIOS
+             You fought well today, for a woman.
+
+     Stelios tosses the body he's carrying onto the pile.
+
+                       ASTINOS
+             As did you. Maybe if I am injured
+             you will be able to keep up with
+             me.
+
+     Astinos grunts as he heaves a cool body onto another, as
+     Stelios drags a body by the ankles.
+
+                       STELIOS
+             Maybe I was so far ahead you did
+             not see me.
+
+     The Captain behind them lifts two bodies over his shoulders
+     and begins to move towards the youths.
+
+                       ASTINOS
+             More likely offering your backside
+             to the Thespians.
+
+                       STELIOS
+             Jealously does not become you,
+             friend.
+
+     Stelios throws another on the heaping head. The two smile
+     at each other.
+
+     The Captain climbs onto the bodies of his enemies, one
+     Persian over each shoulder, heaving them at Stelios' feet.
+
+     Leonidas calls up to them, out of breath, from the foot of
+     the pile.
+                                                              61.
+
+
+                       LEONIDAS
+             Move it, men! Pile those Persians
+             high.
+
+     Leonidas glances back towards the Persian camp, as a wind
+     of dusk tosses crimson behind him.
+
+                       LEONIDAS
+             We're in for one wild night!
+
+                         CAPTAIN
+             Yes, sir.
+
+
+45   EXT. COASTAL PLAIN - NIGHT                                     45
+
+     The worn road to the Hot Gates. Quiet grips the black
+     cliffs. The sea laps onto ageless rock. A light breeze
+     whispers in the trees and then out of the darkness ...
+
+     WE HEAR: DRUMS
+
+                       DILIOS (V.O.)
+             They have served the dark will of
+             Persian Kings for 500 years.
+
+     Clouds roll against the quarter moon. Black banners * cover
+     the sky.
+
+                       DILIOS (V.O.)
+             Eyes as dark as night. Teeth filed
+             to fangs ... soulless.
+
+     The war DRUMS POUND like the heartbeat of a Titan. A river
+     of black bronze surges toward the Hot Gates.
+
+                       DILIOS (V.O.)
+             Wordless, their form. Faultless,
+             moving in such perfect unison. Each
+             collective step strikes the earth
+             like a blow from the Fire God's
+             Hammer. They march!
+
+     Feet pound the earth. Barely the feet of men, toenail-like
+     claws.
+
+     WE RISE SLOWLY ALONG the form of black armored skin.
+     Muscular arms protrude from ornate plates inlaid with gold.
+     Maybe ancient writing or design. Only dead men have seen
+     close enough to know.
+
+                         DILIOS (V. 0.)
+                                                        62.
+
+
+        The personal guard to King Xerxes
+        himself. The Persian warrior elite.
+        The deadliest fighting force in all
+        Asia.
+
+One of the thousands turns TO us, scanning the hillside as
+his demon brothers pass behind him. A hiss of breath, he
+bares his saw-blade teeth. His black eyes, shark-like,
+searching for Spartan blood.
+
+                  DILIOS (V. 0. )
+        The Immortals.
+
+A nameless Immortal at the front of the column holds up his
+fist and, as one, they stop.
+
+WE HEAR: The DRUMSFLOURISH, then GO SILENT.
+
+The Immortal lowers his fist slowly, takes a few tentative
+steps out of formation and scans the obstacle in his way. A
+wall of stone and fresh Persian dead, 20 feet high, that
+runs from cliff wall down to the sea. He stares up at the
+grotesque sight of his comrades.
+
+Something new rises from his belly, freezing his joints,
+making his breath catch in his throat. Something he has not
+felt in countless forays on the battlefield -- FEAR!
+
+                  DILIOS (V. 0.)
+        Now, while we are fresh and at our
+        full strength. Before wounds and
+        weariness have taken their toll.
+
+The Immortal at the front reaches with shaking hands to the
+two sabers slung at his back. Stepping slowly away from the
+wall, he frees the two long arcing blades and nervously
+watches the wall for movement.
+
+                  DILIOS (V.O.)
+        The mad King throws the best he has
+        at us. Xerxes has taken the bait.
+
+WE MOVEACROSS the faces of the dead at the top of the wall,
+until we COMETO REST ON the dull gold of a Spartan helmet,
+the unblinking eyes of Leonidas is hidden among the dead.
+
+                  LEONIDAS
+        Spartans, push!!!
+
+From behind the wall, a hoard of crimson and bronze presses
+as one against the wall of corpses, which tumbles onto the
+horrified immortals, breaking like waves onto the first six
+rows of the Persian elite.
+                                                          63.
+
+
+WE SEE: Pouring over the mound of dead comes a new swell of
+Spartan shields and spears, surging down on the stunned
+Immortals.
+
+Leonidas plunges his spear, reaching three deep into the
+ranks of his enemies. He instantly lands a strong foot into
+the chest of the skewered man, pushing him with a single
+powerful stroke of his spear and turns to the next.
+
+                  DILIOS (V.O.)
+        Immortals. Well ... As our King
+        said, we put their name to the
+        test.
+
+With his shield, Stelios blocks a blade strike meant for
+the Captain who flashes young Stelios a look before ramming
+his own spear through the attacker's eye socket.
+
+This is the hardest fighting they have faced. War cries
+howl from the Immortals as they battle the Spartans.
+
+TIME SLOWS:
+
+WE SEE: Astinos as he catches· an attacking Immortal with
+his spear, in a single move, draws his sword to dispatch
+another surging at his side. The blood of his enemies
+sprays across Leonidas' face as the Spartans push forward
+into the columns of confused Immortals.
+
+                  IMMORTALCOMMANDER
+        Stand your ground!
+
+The COMMANDER is bumped by a retreating soldier. He grabs
+the fleeing soldier and pushes him back toward the
+fighting. He yells, spitting his rage.
+
+                  IMMORTALCOMMANDER
+        I said stand your ground!!!
+
+Leonidas parries a blow and then drives his spear into
+another Immortal.
+
+One of the Immortals leaps onto the shield of a Spartan
+attacker. His toes grabbing the bottom of the shield like
+an ape's hands, pulling the swords at his back free and
+slicing across the neck of a Spartan soldier, killing him.
+
+The Spartans begin to lose ground to the recovering
+Immortals. They claw as they rally, their fangs tearing
+into Spartan flesh.
+                                                        64.
+
+
+Leonidas fights two at a time, grimacing through clenched
+teeth. He falls back as the Immortals take their toll on
+the now withering Spartans, locked in a hand-to-hand
+struggle with one of the demons. The Immortal's gnashing
+teeth are just inches from Leonidas' face. Leonidas is
+barely able to draw his sword, plunging it into the
+Immortal's throat.
+
+Now from the heart of the Immortal horde, the largest and
+fiercest of the Immortals rushes forward, a full seven feet
+tall at the shoulder, veins in his neck bulging like
+serpents as he roars, collapsing a Spartan shield with a
+kick while in the same moment decapitating another Spartan
+not quick enough to retreat behind his shield.
+
+The giant Immortal focuses his milky eyes on Leonidas, who
+fights and dispatches two of the dark horde.
+
+Leonidas locks eyes with the giant, who recognizes the
+Spartan king and charges toward him. Leonidas quickly
+recovers a spear and thrusts it at the charging monster,
+who rises into the air on a thundering stride, cutting
+clean in two the spear shaft of the king. He lands with his
+full 370 pounds of crushing muscle on the shield of
+Leonidas, throwing him back onto the mutilated bodies of
+the day-old fallen.
+
+Leonidas, lying on his back, recovers his wits just long
+enough to have his sword kicked from his hand. The giant
+roars again, pulling Leonidas' helmet off, which spins to
+rest on the blood-soaked earth. The Immortal pulls his
+blade down toward the exposed head of the king, who raises
+his arm, catching the raw metal blade with a roof block on
+his bronze-covered forearm.
+
+Then Leonidas summons from deep within his warrior soul a
+crushing right to the jaw of the demon, who spits blood as
+he roars in defiance. The thing tosses his sword down as he
+moves right into Leonidas' face, roaring as he opens his
+mouth. A mix of blood and saliva pours in rivulets between
+the sharpened teeth of the giant while his eyes fix on
+Leonidas' neck. The king's muscles strain beneath the mass
+of the Persian Immortal.
+
+In desperation, Leonidas calls ...
+
+                  LEONIDAS
+        Arcadians ... NOW!!!
+                                                           65.
+
+
+The giant Immortal is inches from Leonidas' neck when he
+hears the battle cry of the Arcadians. The monster is
+momentarily distracted, allowing Leonidas to strain the
+last remaining inches to reach his sword. He lifts the
+giant off him on two powerful legs and in the same motion
+passes his sword between the giant's head and shoulders.
+
+The monster's head lands next to the king as his body
+tumbles to one side.
+
+WE SEE: From the small thicket of trees at the center of
+the Immortals, the earth begins to move. The trees fall,
+revealing a box canyon filled now with charging Arcadians.
+Daxos leads his men as they cut into the Immortals.
+
+Daxos comes right at the Immortal Commander, who is raising
+his saber, ready to cut down his own men.
+
+                  IMMORTALCOMMANDER
+        Fight or die where you stand!
+
+The eyes of the soldier the Commander threatens go wide, as
+he sees past his master to the ambushing Greeks descending
+upon them. The Commander sees his fear and turns just in
+time for Daxos to plunge his spear through the Commander's
+neck.
+
+                  DAXOS
+        Go! Show the Spartans what we can
+        do.
+
+Daxos pulls the spear free and turns quickly, throwing his
+spear into an Immortal's chest.
+
+Daxos draws his sword, fighting on. Thrusting, jabbing;
+missing a parry, his arm is cut. In exchange, he plunges
+his sword into one of the dark horde.
+
+                  DAXOS
+        Call us amateurs, will they?
+
+TIME SLOWS.
+
+                  DILIOS (V.O.)
+        They shout and curse, stabbing
+        wildly, more brawlers than
+        warriors.
+
+WE SEE: Farmer and potter, blacksmith and merchant.
+                                                               66.
+
+
+    Free Greeks all, teeth clenched in a battle rage, thrusting
+    spears and swords through the frightened throngs of their
+    enemies. Pushing, legs driving shields against piceous
+    bronze. Forcing dozens of heavily-weighted Immortals off
+    the cliffs and into the sea.
+
+                       DILIOS (V.O.)
+             They make a wondrous mess of
+             things. Brave amateurs, they do
+             their part.
+
+    STILL UNDER THE DRUMS.
+
+    WE SEE: Leonidas pushing forward, muscles flexing, made
+    hungry by the wide-eyed terror of the Immortals. They fall
+    over each other to flee the attacking Spartan King.
+
+    As the slaughter continues below, from the cliff
+    overlooking the battlefield, silhouetted by the crescent
+    moon, a dark figure adorned in gold watches as his
+    invincible Immortals fall like wheat under the sickle of
+    the Spartan phalanx.
+
+                       DILIOS (V.O.)
+             ... And a man who fancies himself a
+             God ...
+
+    Xerxes' lips tighten; he breathes deeply through flaring
+    nostrils, as below him even the war drums are silenced.
+
+                       DILIOS (V.O.)
+             ... feels a very human chill crawl
+             up his spine.
+
+
+45A EXT. SPARTAN ENCAMPMENT - NIGHT                                  45A
+
+    Dozens of Spartan campfires reach into a nigrescent sky.
+
+    They burn bright, fueled with a kindling of broken Persian
+    arrow shafts by the thousands.
+
+    Around the fires, warriors mend their wounds with linens
+    and oils of root and herb. They drink of red wine and
+    recount with pride the heroics of the battlefield.
+
+                         CAPTAIN
+             Our King!
+
+    WE HEAR a ROAR so primitive it shakes the ground and ECHOES
+    OFF the far canyon walls as the other Spartans sound off.
+
+                         SPARTANS
+                                                        67.
+
+
+        Haaaawoooo!
+
+                  CAPTAIN
+        Our honored dead!
+
+                    SPARTANS
+        Haaawooo!
+
+Leonidas says nothing, just stares quietly towards the
+heavens along the far edge of the fire circle and beyond.
+
+                    DILIOS
+        Triumph.
+
+                  STELIOS
+        Yes, the day is ours.
+
+                  ASTINOS
+        And the night too.
+
+                  DILIOS
+        True, for now they fear the night
+        as well.
+
+Dilios moves with the shadowed light, in front of his
+brothers.
+
+                  DILIOS
+        Now, as we rest, the Immortals
+        crawling back to their master
+        whipped dogs.
+
+The Captain nods slowly and wipes the now cold blood from
+his hands with a captured turban.
+
+                  ASTINOS
+        Every Persian sees it.
+
+                  STELIOS
+        Whom will Xerxes dare to send next?
+
+                  CAPTAIN
+        They will never measure as fine as
+        this.
+
+The Captain lifts a red-hot iron rod from the fire's mouth
+and puts it against a young Spartan's side, burning,
+smoldering the skin, cauterizing the gaping hole without a
+sound or expression to fill the night air.
+
+                  CAPTAIN
+        Who among his legions will dare to
+        face us?!
+                                                          68.
+
+
+The Captain throws the rod back to the fire and again a
+cheer from the Greek warriors rings into the night.
+
+                  SPARTANS
+        Haaawoooo!
+
+Leonidas turns and moves through their war party.
+
+                  LEONIDAS
+        Children ... children!
+
+Their King's voice quiets their folly.
+
+                  CAPTAIN
+        The Medes and Scythians are in open
+        revolt! Xerxes is slaughtering his
+        own troops.
+
+                  ASTINOS
+        There is nothing that can stop now!
+
+Leonidas raises his hand, holding some invisible force that
+quiets the men.
+
+                  LEONIDAS
+        Dare we hope ... Dare we hope for
+        more than a glorious death?
+
+Leonidas lowers his hand and gazes over each of the men's
+faces, half-filled with firelight.
+
+                  LEONIDAS
+        Such mad hope... but there it is.
+
+Leonidas points out into the darkness of the battlefield.
+
+                  LEONIDAS
+        Against Asia's endless hordes.
+        Against all odds.
+
+The Spartan King returns his eyes to his warriors.
+
+                  LEONIDAS
+        We can do it! We can hold the Hot
+        Gates! We can win!
+
+The Spartans erupt into a chorus of voice.
+
+                    SPARTANS
+        Haawwooo!
+                                                                69.
+
+
+50   EXT. MOUNTAIN FOOTHILLS                                          50
+
+     On the shelf of a near cliff ... staring down from the
+     blackness and glow of the moon ... Ephialtes tears at the
+     red cape that has hidden his deformed soul.
+
+                       EPHIALTES
+             Gods ... I still breathe. I still
+             live. Gods, you are cruel.
+
+     He rips the cape, it settles near his feet.
+
+                          EPHIALTES
+             Damn you.
+
+     His crude shape leans over, looking down towards the
+     Spartan campfires, down towards the distant warriors.
+
+                       EPHIALTES
+             Damn you. Damn you, Gods! Damn you,
+             Father ... Damn you, Mother ...
+             Damn you all to Hell!
+
+     Ephialtes lifts his father's bronze helmet toward the
+     faultless sky, inspecting the color, its worn strength.
+
+                       EPHIALTES
+             Spartans ... Spartans!
+
+     He throws his helmet to the ground.
+
+                       EPHIALTES
+             The boldest of men! The finest
+             warriors in all the world.
+
+     Ephialtes grunts in disgust to himself.
+
+                       EPHIALTES
+             Damn you ...
+
+     He turns his broken form and begins into the night, none
+     but himself hearing his voice.
+
+                       EPHIALTES
+             Damn you all!
+
+
+51   EXT. COASTAL PLAIN                                               51
+
+     The second day begins as the first. With full light at
+     their backs, barriers of man and beast pound the earth,
+     into the slaughter they race. Silhouetted forms, WHIPS
+     CRACK!
+                                                           70.
+
+
+Across the backs of a fresh rotation, flooding upwards,
+across the slain and haunted bodies. The men pull from
+their guts a low growling HOWL!
+
+                  DILIOS (V.O.)
+        One hundred nations descend upon
+        us. The Armies of all Asia.
+        Funneled into this narrow corridor,
+        their numbers count for nothing.
+
+They claw and dig into the muddy ground, barreling towards
+the Hot Gates and the awaiting Spartan line.
+
+                  CAPTAIN
+        Back to hell with you.
+
+Blood and terror pounding at the temples of the oncoming
+pack of Xerxes' front men.
+
+                  DILIOS (V.O.)
+        The raiding party arrives,
+        unfortunate for being the first to
+        meet the Spartan Nation.
+
+                  LEONIDAS
+        Attack, now!
+
+They collide with such force into the bronze shields,
+shudder cycling through SNAPPING! Fresh bones.
+
+Others push from behind, but nothing is gained as Leonidas
+plows his pike through the chest of one and moves quickly
+at silencing another.
+
+Armless PERSIAN GIANTS run with wicker baskets .on their
+backs. Within the baskets, MIDGET ARCHERS cut loose a
+volley a projectiles.
+
+                  DILIOS (V.O.)
+        At our wall of bronze and crimson,
+        there is no retreat, there is no
+        surrender. Only honor ... duty ...
+        glory ... combat ... victory. They
+        fall by the hundreds ... We send
+        the severed bodies and fragile
+        hearts back to Xerxes' feet.
+
+Stelios rams against the hordes, cutting through thin
+tissue and capillaries, lashing out, moving in pace with
+his brothers on the steep slope.
+
+Tribesmen, tattoos covering their bodies, sling broken
+shards of glass and porcupine quills into the fight.
+                                                                71.
+
+
+     Astinos drops his lance into a Persian thigh and strokes
+     upwards, through the groin and out the chest cavity.
+
+                       DILIOS (V.O.)
+             When muscle failed they turned to
+             their magic. But we were relentless
+             ... unstoppable ... We were free
+             men ... We are Spartans.
+
+     PERSIAN WIZARDS, draped in black velvet robes, throw clay
+     pots mixed of sulfur, bat dung and ash. Its noxious smoke
+     rising, obscuring the fight.
+
+     Dilios nails two charging infantrymen with the tip of his
+     spear. Robbing them of any glory, any hope of tomorrow.
+
+
+52   EXT. PERSIAN ENCAMPMENTS                                         52
+
+     In front of Xerxes' myriad tents, a long line of his
+     Generals wait.
+
+     TIME SLOWS:
+
+                       DILIOS (V.O.)
+             King Xerxes is displeased with his
+             generals.
+
+     Xerxes' eyes blaze. Veins bulge in his forehead and neck;
+     he grits his teeth. His rage spitting from his mouth, he
+     commands the executioner, whose form is grotesquely
+     muscled. Where his forearms should be, his flesh and hands
+     have been removed. His very bones sharpened into twin
+     executioner's axes.
+
+     WE SEE: His arms fall!
+
+                       DILIOS (V.O.)
+             He disciplines them.
+
+     And with time still suspended, one of his many
+     disappointing Generals is parted from his head.
+
+
+53   EXT. HOT GATES                                                   53
+
+     WE HEAR: The TRUMPETING of not brass horn but angry and
+     wild BEASTS.
+
+                       DILIOS (V.O.)
+             Xerxes dispatches his monsters from
+             half the world away.
+                                                          72.
+
+
+WE SEE: Around the bend. A cavalry of elephants mass.
+Elephants adorned with spikes and cleated stomp through
+their own men. Their trunks fitted hammers and bladed
+sickles. They swing, clearing to the Spartans.
+
+THUNDERING!
+
+Up the constricted path, on the gray massive backs, Xerxes'
+men, 10 deep, archers, javelin throwers, young boys
+throwing stones down into the battle.
+
+                  DILIOS (V.O.)
+        They are clumsy beasts and the
+        piled Persian dead are slippery.
+
+The elephants lose footing, some topple,   others shift in
+fear. A Persian meets his fate, skewered   through a charging
+tusk. Others are tossed like a desultory   of tribesman, off
+the beast and disappear under the charge   of nations.
+
+                  CAPTAIN
+        Break ... Now!
+
+And with the coming magnitude of Persians, the Spartans
+open the phalanx and swallow the enemy whole.
+
+Leonidas is in perfect form, cutting the enemy down, each
+stroke and parry, a grace for others to emulate.
+
+His shield takes a crushing blow from a Persian battleaxe.
+He counters and yaws forward, surrendering his spear tip
+into the face of a Persian Commander, snapping it clean, he
+draws his sword.
+
+                  LEONIDAS
+        Watch them!
+
+In front, Stelios and Astinos break free, filled by youth.
+They cleave their swords into an open space of Persian
+dead. Stelios buries his blade, the Persian falling at his
+feet.
+
+                  ASTINOS
+        Are you still here?
+
+Stelios pulls at his steel, stuck in the corpse he just
+felled.
+
+                  STELIOS
+        If only you fought as much as you
+        ran your mouth.
+                                                          73.
+
+
+Astinos laughs and swings through a string of Persians that
+streams toward Stelios, still trying to free his blade.
+
+                  ASTINOS
+        Not now, I am a little busy.
+
+Astinos is dynamic, effortless, and brave as he takes three
+Persian guardsmen. He cuts and pulls at them, dropping the
+first.
+
+Stelios frees his sword, tearing it loose and reenters the
+fight. Astinos drops the second and turns to Stelios.
+
+They continue on, all of the Spartans, beating back among
+the promontory of the dead.
+
+                   LEONIDAS
+        Regroup!
+
+The Spartans pull into one another, gathering force,
+streaming into the Persians like a wall of intimidation.
+Astinos rages on, killing the dark figures without pause.
+
+                   CAPTAIN
+        Astinos.
+
+Astinos looks to his father across the salient, the Captain
+locks eyes with his son.
+
+                  CAPTAIN
+        On center.
+
+They share a moment of praise among this tenebrous day.
+
+From the middle of the fray a PERSIAN HORSEMAN, clothed in
+inked leather and iron mail, gallops through the melee. He
+raises his sword and with one arc.
+
+TIME SLOWS:
+
+For all who see it, the combat stands still. It is no more
+brutal than the rest, only that it's one of their own, a
+Spartan. The Captain watches as Astinos is beheaded only a
+few yards away.
+
+                   CAPTAIN
+        Noooo!
+
+Astinos' head falls to the muck and mire, another Persian
+lifts the severed gift in his hands and tosses it up to the
+confident horseman. He holds the head above his and howls.
+A prize offering for Xerxes, he rides back towards the sea,
+never offering fight for a father's pain.
+                                                                74.
+
+
+                       CAPTAIN
+             They all die!
+
+     The Persians retreat back, with their treasure, a young
+     Spartan face. The Captain's rage rises; he runs after the
+     force hacking into the backs of fleeing men.
+
+                       DILIOS (V.O.)
+             The day wears on ... We lose few,
+             but each felled is a friend ... or
+             dearest blood, and upon seeing the
+             headless body of his own young son
+             the Captain breaks rank. He goes
+             wild ... blood-drunk.
+
+     Dilios and Stelios follow him, allowing his frenzy to run
+     its course until all the enemy life has been snuffed out.
+
+     Finally a group of Spartans drag the Captain from the
+     field, his face twisted with grief, his tears etching lines
+     in the mix of blood and dirt on his face.
+
+                       DILIOS (V.O.)
+             The Captain's cries of pain at the
+             loss of his son are more
+             frightening to the enemy than the
+             deepest battle drums. It takes
+             three men to restrain him and bring
+             him back to our own. The day is
+             ours. No songs are sung. The
+             Persian camp goes deathly quiet.
+
+
+54   INT. SPARTAN HOUSE                                               54
+
+     A wood fire burns in the corner, illuminating the simple
+     mason and beam ceilings. Theron and Gorgo stand in
+     conversation.
+
+                       GORGO
+             I am not here for small talk,
+             Theron.
+
+                       THERON
+             I am sure of that. You have never
+             spared words with me.
+
+     Theron walks to a rimmed table, tanned cougar hide covering
+     its base.
+
+                          THERON
+             A drink?
+                                                          75.
+
+
+Gorgo studies his face and with a laugh.
+
+                  GORGO
+        Is it poison?
+
+He lifts a high pitcher, inlaid of silver palmette rising
+from acanthus leaves.
+
+                  THERON
+        I am sorry to disappoint you, my
+        Queen. It's just water.
+
+He pours the water into two shallow bronze bowls, hammered
+with the images of a seated fox and hen. He hands the water
+to Gorgo.
+
+                  THERON
+        I am told you are going before the
+        Council.
+
+                  GORGO
+        I am not seeking your advice, just
+        your help in winning votes to send
+        our Army north to their King.
+
+Theron turns to face Gorgo in the half-lit room.
+
+                  THERON
+        Perhaps I could help. The two of us
+        standing together, the politician,
+        the warrior, our voices as one, but
+        what does your willingness prove?
+
+Gorgo takes a sip from the bowl and sets it on the near
+table.
+
+                  GORGO
+        It proves that I care for a King
+        who at this very moment fights for
+        the water we drink.
+
+Theron nods in agreement.
+
+                  THERON
+        True. But this is politics, not
+        war.
+
+He sets his water down and looks at the Queen.
+
+                  THERON
+        Leonidas is an idealist.
+
+The Queen paces across the near window.
+                                                           76.
+
+
+                  GORGO
+        I know your kind too well. You send
+        men to slaughter for your own gain.
+
+                  THERON
+        Your husband, our King, has broken
+        the laws. He has left without the
+        council's blessings ... I am simply
+        a realist.
+
+                  GORGO
+        You are an opportunist. And a bad
+        one at that.
+
+Theron closes the distance to the Queen.
+
+                  THERON
+        You're as foolish as Leonidas if
+        you believe that men don't have a
+        price in this world. All men are
+        not created equal. The Spartan code
+        reinforces this maxim, you silly
+        little girl.
+
+Without hesitation, Gorgo slaps Theron clean across his
+face. He is unmoved by the blow.
+
+                  THERON
+        I admire your passion. But don't
+        think that you, a woman, even a
+        Queen, can walk into a council
+        chambers and sway the minds of men.
+        Regardless of what your king says,
+        you have no power there. I own
+        those chambers, as if they were
+        built by these hands.
+
+He grabs Gorgo by the throat, she struggles for a moment
+under his power.
+
+                  THERON
+        I could crush the life from you
+        right now!
+
+Gorgo searching the room, nothing, to aid her plight.
+
+                  THERON
+                                                           77.
+
+
+        You will speak to the council and
+        your words will fall on deaf ears.
+        You will receive NOTHING without
+        me. Leonidas will have NO
+        reinforcements and if by the Gods'
+        grace returns, he will be jailed or
+        worse.
+
+Gorgo looks at Theron in disbelief.
+
+                  THERON
+        Do you love your Sparta?
+
+Gorgo's eyes lock with Theron as she GASPS for air.
+
+                  GORGO
+        Yes.
+
+His grip tightens around her neck.
+
+                  THERON
+        And your King?
+
+                  GORGO
+        I do.
+
+Theron smiles again as he watches Gorgo squirm under his
+powerful grasp.
+
+                  THERON
+        Your husband fights for his for his
+        land, for his love.
+
+Theron releases his grip on the Queen's neck.
+
+                  THERON
+        What do you have to offer Sparta?
+
+                  GORGO
+        What does a realist want with his
+        Queen.
+
+                  THERON
+        I think you know.
+
+Gorgo trembles, knowing that this sacrifice is the one
+Theron truly wants. She lifts her hand and pulls at the
+soft lace that holds the dress at her neck.
+
+                  THERON
+        This will not be over quickly. You
+        will not enjoy this. I am not your
+        KING!
+                                                                78.
+
+
+     There are   no tears. Gorgo stands naked before Theron, as he
+     begins to   ravage her, she makes not a sound, not a move.
+     She gives   him anything and everything, but not her heart in
+     the faint   firelight of the room.
+
+
+56   EXT. PERSIAN ENCAMPMENTS                                         56
+
+     A perimeter of tribes surround the sanctuary of their God,
+     Xerxes. Foot soldiers sharpen their weapons near a stable
+     of warhorses. Castaways and penniless slaves roam the night
+     for their masters, a makeshift world of chaos at the edge
+     of the sea.
+
+                                                            CUT TO:
+
+
+57   INT. XERXES' TENTS                                               57
+
+     WE HEAR: The FAINT CRIES, erotic WAILS, with the DRUMMING.
+     A goat-headed minstrel plays the sitar. Others smoke from
+     pipes of octopus skin and listen reed instruments of the
+     East.
+
+     This is a different world. A world of fine silk walls, rugs
+     from the Orient, soft pillows, towers of honeycombed
+     candles. Incense burns and hangs in tooled copper baskets.
+     A procession of slave girls, all near naked, sheer gauze
+     and jeweled bodies, dance for Xerxes in the faint light.
+
+                       XERXES
+             Your Gods were cruel to shape you
+             so, friend Ephialtes.
+
+     Under a canopy of soft light, Ephialtes moves from the
+     shadows.
+
+                       XERXES
+             But I am kind.
+
+     Xerxes on a marble pedestal, adorned in rare diamonds and
+     emeralds from lands far from where he now stands.
+
+                       XERXES
+             Everything you could ever desire.
+
+     Concubines of all shapes, colors and nations are brought
+     forth for Ephialtes.
+
+                       XERXES
+             Every happiness you can imagine.
+
+     Ephialtes squints his one blue eye at the spectacle.
+                                                           79.
+
+
+                  XERXES
+        Every pleasure your fellow Greeks
+        and your false Gods have denied
+        you.
+
+The dancers writhe against Ephialtes' frame.
+
+                  XERXES
+        I will grant you ... for I am kind.
+
+Ephialtes wipes the drool, the sheer temptation from his
+lips and speaks.
+
+                  EPHIALTES
+        Yes.
+
+                  XERXES
+        Embrace me as your King and as your
+        God.
+
+                  EPHIALTES
+        Yes.
+
+                  XERXES
+        Lead my soldiers to the hidden path
+        that empties behind the cursed
+        Spartans.
+
+                  EPHIALTES
+        Yes.
+
+The dancers reach deeper into the heights of their tortured
+bodies.
+
+                  XERXES
+        Your joys will be endless.
+
+                  EPHIALTES
+        Yes.
+
+Xerxes opens his impressive arms, extending his jeweled
+hands to his Greek guest.
+
+                  XERXES
+        You will create your destiny.
+
+The dancers have now thinned into the b.g. The MUSIC
+softens and DRIFTS AWAY. Now there is only the God King and
+the Quasimodo named Ephialtes.
+
+                  EPHIALTES
+        I want it all ... Land ... Wealth
+        .. Women... and one more thing.
+                                                               80.
+
+
+     Ephialtes shuffles closer and opens his eyes wide for erxes
+     to view.
+
+                       EPHIALTES
+             I want a uniform.
+
+     Xerxes folds his arms over one another and simply nods.
+
+                       XERXES
+             Done.
+
+     Ephialtes takes a deep breath, as if to breathe in his
+     newfound wealth and treasures.
+
+                       XERXES
+             You will find ... I am kind ...
+             Unlike the cruel Leonidas who
+             demanded that you stand. I require
+             only that you kneel.
+
+     And with those words, Ephialtes lowers his warped body,
+     head following his hands, crumpling his weight down to both
+     knees and bows before Xerxes without more celebration or
+     thought.
+
+
+58   EXT. SPARTANEN CAMPMENT                                         58
+
+     The air rings as blacksmiths hammer blades, shields and
+     spear tips for the next morning's contention.
+
+     Leonidas pulls at his tattered cape, wanders the different
+     campfires, watching his men's faces as they recover from
+     the day.
+
+                       LEONIDAS
+             Dilios, I trust that scratch hasn't
+             made you useless?
+
+     Dilios crouches near the firelight, binding a crude bandage
+     across his face and head.
+
+                       DILIOS
+             Hardly, My Lord. It's just an eye.
+             The Gods saw fit to grace me with a
+             spare.
+
+                       LEONIDAS
+             My Captain?
+
+     Dilios rises and points to a sole campfire raging atop the
+     ridgeline.
+                                                          81.
+
+
+                  DILIOS
+        He curses the Gods and mourns
+        alone.
+
+Leonidas nods quietly.
+
+Daxos rides into the Spartan encampment.
+
+                  DAXOS
+        Leonidas, we are undone!
+
+Daxos dismounts, dropping the leather reins and without
+haste, covers the ground to Leonidas.
+
+                  DAXOS
+        Undone I tell you!
+
+Daxos' eyes dart around the blackness beyond the firelight
+searching nervously the high cliff face and then returns to
+the King.
+
+                  DAXOS
+        Destroyed.
+
+Leonidas has heard enough and barks out.
+
+                  LEONIDAS
+        Calm yourself.
+
+Daxos breathes deep and returns to his frightened rant.
+
+                  DAXOS
+        A hunchback traitor has led Xerxes'
+        Immortals to the hidden goat path
+        behind us!
+
+The Spartan warriors straighten to this news as if ice has
+been run through their veins.
+
+                  DAXOS
+        The Phocians you posted there were
+        scattered without a fight. This
+        battle is over, Leonidas.
+
+The Spartan King turns his back to the Arcadian.
+
+                  LEONIDAS
+        This battle is over when I say it
+        is over, Daxos.
+
+Daxos continues to plead his case.
+                                                           82.
+
+
+                  DAX.OS
+        By morning, the Immortals will
+        surround us. The Hot Gates will
+        fall.
+
+                  LEONIDAS
+        Spartans! Prepare for Glory!
+
+His Warriors have already begun preparing their weapons,
+armor and bodies for their shared fate.
+
+                  DAXOS
+        Glory? Have you gone mad? There is
+        no glory to be had now. Only
+        retreat or surrender or ... death!
+
+Leonidas turns now to face the man who breeds doubt into
+the minds and hearts of his tribe. He glares into the eyes
+of Daxos.
+
+                  LEONIDAS
+        That's an easy choice for us,
+        Arcadian.
+
+The King snaps his response with a steel of character even
+his enemies admire.
+
+                  LEONIDAS
+        Spartans never retreat! Spartans
+        never surrender! Go spread the
+        word! Let every Greek assembled
+        know the bald truth! Let each among
+        them search his own soul! And while
+        you're at it ... search your own.
+
+Stelios holds out the reins for Daxos' horse.
+
+                  DAX.OS
+        My men will leave with me.
+
+Daxos takes the loose reins in his hands.
+
+                  DAX.OS
+        Godspeed, Leonidas.
+
+The King is unmoved, and watches Daxos leap to the bare
+back of the pearl mare.
+
+Daxos heels the horse's side and disappears. Leonidas
+wastes not a moment and turns to his men.
+
+                  LEONIDAS
+        Children, gather around.
+                                                          83.
+
+
+Stelios, Dilios, and Spartan warriors close in around their
+King.
+
+                  LEONIDAS
+        The Gods favor us.
+
+The Spartans roar out.
+
+                    SPARTANS
+        Haaawooo!
+
+                  LEONIDAS
+        Tomorrow, we light a fire that will
+        burn in the hearts of all free men
+        for all the centuries yet to be.
+
+The Spartans stomp the dry earth in unison, like a
+thundering pulse that runs through them all.
+
+                  LEONIDAS
+        No retreat ... No surrender! This
+        is Spartan law!
+
+                    SPARTANS
+        Haaawooo!
+
+Leonidas moves in front of his men, reaching into their
+will and stirring their souls.
+
+                  LEONIDAS
+        And by Spartan law we will stand
+        and fight and die!
+
+The warriors erupt, POUNDING their shields and raising
+their weapons towards the star-filled blanket above.
+
+                  LEONIDAS
+        The law. We do not sacrifice the
+        rule of law to the will and whim of
+        men. That is the old way. The old,
+        sad, stupid way. The way of Xerxes
+        and every creature like him.
+
+Leonidas stands clearly in front of his brave men. His red
+cape lifts and floats with his every impassioned gesture.
+
+                  LEONIDAS
+        A new age has begun. An age of
+        great deeds. An age of reason. An
+        age of justice. An age of freedom.
+        And all will know that three
+        hundred Spartans gave their last
+        breath to defend it!
+                                                           84.
+
+
+                   SPARTANS
+        Haaawoo!
+
+From the blackest corner of the Spartan encampment ... WE
+SEE: Leonidas' Captain appear, like a specter of death, his
+face and body smeared and covered, a mixture of ash, soot,
+and his son's blood.
+
+                  LEONIDAS
+        My friend.
+
+Leonidas reaches out to his Captain.
+
+                  CAPTAIN
+        I have lived my entire life without
+        regret until now ... It is not that
+        my child gave his life for his
+        country.
+
+The Captain shakes his head slowly from side to side.
+
+                  CAPTAIN
+        Only that I did not tell him that I
+        loved him the most, that he stood
+        by me in honor ... that he was what
+        is best in me.
+
+Leonidas embraces his friend for a moment.
+
+                  LEONIDAS
+        My heart is broken for your loss.
+
+The Captain nods softly.
+
+                  CAPTAIN
+        Heart? I have filled my heart with
+        hate.
+
+The Captain looks into the flickering flames and back to
+his King.
+
+                   LEONIDAS
+        Good.
+
+The Captain's eyes search deep into the valley, to the
+Persian camp below.
+
+                  LEONIDAS
+        Dilios, let's take a walk.
+
+Dilios nods his bandaged head.
+
+                   DILIOS
+                                                             85.
+
+
+             Yes, My Lord.
+
+
+60   EXT. HOT GATES - NIGHT                                        60
+
+     Dilios and Leonidas stand on a rocky patch of land away
+     from the rest. Dilios is confused, his face pleading with
+     his King.
+
+                       DILIOS
+             But ... but ... sire ... I am fit.
+             I am ready for combat.
+
+                       LEONIDAS
+             That you are, one of the finest.
+             But you have another talent unlike
+             any other Spartan. You will deliver
+             my final orders to the council with
+             force and verve. Tell them our
+             story of honor, duty, glory, and
+             freedom. Make every Greek know what
+             happened here, you will have a
+             grand tale to tell.
+
+     Dilios feels the weight of responsibility. His King's eyes
+     are bright and clear.
+
+                       LEONIDAS
+             A tale of victory.
+
+                        DILIOS
+             Victory?
+
+     Dilios shakes his head slightly. Leonidas lets the moment
+     stretch, then smiles at him. He squeezes his shoulder and,
+     nodding, lets him go.
+
+                       DILIOS
+             Yes, My Lord.
+
+     Dilios begins to turn and then slows.
+
+                       DILIOS
+             Sire, any message ... ?
+
+                       LEONIDAS
+             For the Queen?
+
+     Leonidas is gone. Transported by thought, across time, set
+     free from the bonds of politics and responsibility. For a
+     fleeting moment he is just a man, separated by circumstance
+     from his reason for living, His Love. His Queen.
+                                                                86.
+
+
+     Leonidas takes hold of the wolf tooth, pulls the worn
+     leather necklace over his tired head and hands it to Dilios
+     without a word.
+
+                       LEONIDAS
+             No ... none that need be spoken.
+
+     The storyteller turns, then leaves his King alone.
+
+
+61   EXT. HOT GATES - DAWN                                            61
+
+     A false dawn comes slowly, faint blue rising along
+     coastline.
+
+     Dilios has gathered his shield and helmet, cape and sword.
+     He begins to walk back through the Hot Gates and away. He
+     is surrounded by Arcadians, Thespians, Phocians, Free
+     Greeks all. They mutter as they go.
+
+                       DILIOS (V.O.)
+             A handful stay.
+
+     From a small rise, red capes and bronze shields watch as
+     the Greeks abandon the Hot Gates.
+
+                       DILIOS (V.O.)
+             Thousands leave.
+
+     Dilios can feel the eyes of his fellow Spartans and chances
+     a took over his shoulder at his Spartan brothers,
+     silhouetted against the morning sky.
+
+                       DILIOS (V.O.)
+             Only one looks back.
+
+     The retreating Greeks continue.
+
+                       DILIOS (V.O.)
+             Only I.
+
+     WE SEE: Dilios turn, within the river of men leaving the
+     Hot Gates. He is near the end of the columns which wind
+     away through the canyon.
+
+     Leonidas steps slowly through his men. All eyes on their
+     Greek comrades disappearing into the pass. The Spartan King
+     turns back to his men, they stand in silence.
+
+     300 SPARTANS.
+
+     The morning sun just breaking in the East making them
+     backlit. Capes glowing like hot coals.
+                                                               87.
+
+
+                         LEONIDAS
+             Spartans!
+
+     WE HEAR: The collective battle cry.
+
+                         SPARTANS
+             Haaawooo!
+
+     Angry, deep and full of reverence for their King.
+
+                       LEONIDAS
+             Ready your breakfast and eat hearty
+             ...
+
+     Leonidas raises his spear and bares his teeth.
+
+                       LEONIDAS
+             For tonight we dine in Hell!!!!
+
+     300 spears are thrust towards Heaven, helped up by a cry of
+     defiance.
+
+
+62   INT. SPARTAN COUNCIL CHAMBERS                                   62
+
+     WE HEAR: The chatter and conversation of the assembled.
+
+     OLD SPARTANWARRIORS, turned from using war to using words.
+     A transition few are good at, but all carry its burden and
+     responsibility.
+
+     WE SEE: Gorgo entering from the carved penetralia. She
+     walks alone into the acriform, chin lifted, hair braided,
+     head high before the Spartan lawmakers.
+
+     The ADVOCATES,STATESMEN, and PARTISANS settle into
+     primitive seats that coil around the stone floors,
+     thrusting forth a stage for the Queen to offer her words.
+
+                       LOYALIST
+             May I give the floor now, to the
+             wife of Leonidas and Queen of
+             Sparta.
+
+     The Loyalist bows slightly as Gorgo walks towards him. She
+     nods and the Loyalist returns to his seat.
+
+     Gorgo stands, radiating not only her beauty but sheer
+     internal strength. She scans the faces, appraising the
+     crowd. She knows them all, her eyes even cross Theron.
+
+     Gorgo shows not a trace of emotion as she clears her throat
+     and begins.
+                                                           88.
+
+
+                  GORGO
+        Councilmen, I stand before you not
+        only as your Queen.
+
+She shifts into the amber light that now floods through the
+windows.
+
+                  GORGO
+        I come to you as a mother.
+
+The chambers quiet to her voice.
+
+                  GORGO
+        I come to you as a wife.
+
+Gorgo moves slowly on the stage.
+
+                  GORGO
+        I come to you as a Spartan woman.
+
+She looks to Theron, locking eyes with him until he pulls
+his contact away.
+
+                  GORGO
+        I come to you with great humility.
+
+Theron leans forward, listening carefully.
+
+                  GORGO
+        I am not alone in this room.
+
+Gorgo looks again to Theron, she points, just past him to a
+STATESMAN in the seats to her left. Theron relaxes.
+
+                  GORGO
+        You, your son fights at his King's
+        side.
+
+The Statesman nods to his Queen. As she turns quickly to
+another.
+
+                  GORGO
+        Have you forgotten your fine boy?
+
+A PARTISAN shakes his head softly, thinking of his young.
+
+                  PARTISAN
+        No.
+
+Gorgo turns again, using all caution with her words.
+
+                  GORGO
+                                                          89.
+
+
+        I am not here to represent
+        Leonidas. His actions speak louder
+        than my words ever could ... I am
+        here to speak for all the voices
+        that cannot be heard. Mothers,
+        daughters, sons, fathers.
+
+Gorgo takes a breath, centering her thoughts.
+
+                  GORGO
+        300 families that bleed for our
+        rights and for the principles this
+        very room was built upon.
+
+The Queen looks to the members of the council.
+
+                  GORGO
+        You must not forget from where you
+        came. All in this chamber once
+        carried arms, to defend Sparta. You
+        are men that now balance peace and
+        war. That balance has been
+        challenged. We are free only
+        because of some fight to ensure it.
+
+Gorgo walks slowly, building her strength.
+
+                  GORGO
+        We are at War, Gentlemen ... We
+        must send the entire Spartan Army
+        to aid our King in the preservation
+        of not just ourselves, but our
+        children.
+
+The Queen delivers with all her conviction and passion.
+
+                  GORGO
+        Send the Army for the preservation
+        of liberty ... Send it for justice
+        ... Send it for law and order ...
+        Send it for reason ... But most
+        importantly send our Army hope.
+        Hope that a King and his men have
+        not been wasted to the pages of
+        history. That their courage bonds
+        us together. That we are stronger
+        by their actions and that your
+        choices today will reflect their
+        bravery.
+
+WE SEE: Men lean together, some whisper into each other's
+ears, confidences are passed freely among them.
+                                                        90.
+
+
+Theron watches as Gorgo has quickly made work of his room.
+He claps, slowly rising to his feet.
+
+                  THERON
+        Moving, eloquent, passionate.
+
+Theron rests his hands and scans the faces in the chamber
+in silence.
+
+                  THERON
+        Why do you waste the time of these
+        important men?
+
+Gorgo turns to the arrogant voice.
+
+                  GORGO
+        Do we waste your time? Each man in
+        this room is no more important than
+        the next.
+
+                  THERON
+        You insult the council, my Queen?
+
+                  GORGO
+        That is not my intention.
+
+                  THERON
+        What is your intention?
+
+Gorgo speaks to the seated audience with clear words.
+
+                  GORGO
+        Only to remind us, that each day we
+        determine our course.
+
+                  THERON
+        Course?
+
+                  GORGO
+        Yes. These days are men's true
+        riches. And they're being fought
+        for at this very moment as we
+        choose words.
+
+A STATESMAN rises and calls out.
+
+                  STATESMAN
+        Your husband has brought war upon
+        us!
+
+Gorgo shakes her head.
+
+                  GORGO
+                                                          91.
+
+
+        You are wrong. Xerxes brought it
+        forth, and before that, his father
+        Darius at Marathon. The Persians
+        will not stop until the only
+        shelter you will find is rubble and
+        chaos.
+
+Theron begins to walk down to the stage floor.
+
+                  THERON
+        This chamber does not need a
+        history lesson.
+
+Gorgo watches carefully as he descends the stairs.
+
+                  GORGO
+        Then what is the lesson like to
+        leave?
+
+Theron presses on.
+
+                  GORGO
+        Shall we begin to enumerate all of
+        them? Honor. Duty. Glory.
+
+Theron takes the stage from the Spartan Queen.
+
+                  THERON
+        You speak of honor, duty and glory.
+        What of Adultery?
+
+His voice BOOMS out into the chambers and a hush is leveled
+onto the listeners. Gorgo's eyes wide, stunned by his
+treachery.
+
+                  LOYALIST
+        How dare you speak out in such a
+        manner.
+
+                  THERON
+        How dare I?
+
+Gorgo studies the room, quickly searching out friend or
+foe.
+
+                  THERON
+        Watch her carefully, she is a
+        trickster in true form.
+
+He narrows his attack.
+
+                     THERON
+                                                        92.
+
+
+        Do not play with the members of
+        this sacred room, my Queen. Just
+        hours ago you lay with me.
+
+The chambers go wild at his telling.
+
+                  THERON
+        I have your scent on me still.
+
+                  LOYALIST
+        This is an outrage!
+
+Two armed Spartan warriors now appear from a depression of
+the antechamber and flank Gorgo's left and right sides.
+
+                  THERON
+        You look shocked. A bribe of flesh
+        I was given while her husband
+        promotes anarchy and war.
+
+                  GORGO
+        I ... you ...
+
+                  THERON
+        Words escape even the cleverest
+        tongue, my little whore Queen.
+
+Gorgo's eyes burn with fire fed from the pit of her
+stomach.
+
+                  GORGO
+        You ... bastard.
+
+The Spartan guard grabs her just as she swings at Theron.
+Missing him, she spits in his direction.
+
+                  THERON
+        What Queen-like behavior.
+
+They hold her back, as she pulls at their arms, struggling
+to free herself. The room watches, frozen by the spectacle
+before them.
+
+                  GORGO
+        You will soon feel nothing!
+
+                  THERON
+        Remove her from the chamber before
+        she infects her son with her
+        inglorious and shabby self.
+                                                               93.
+
+
+     Gorgo throws one of the guardsmen off her, spinning behind
+     the other she draws his short blade, kicking him clear and
+     with one quick step buries the blade deep into Theron's
+     midsection.
+
+                       GORGO
+             I am a Spartan Queen, need I remind
+             you.
+
+     Theron buckles, his weight brought forward onto Gorgo's
+     bloody hands, still holding the blade. She cuts across his
+     waistline and from beneath his elaborate frock ...
+
+     WE SEE: Persian gold pieces fall and dance onto the floor,
+     Xerxes' face forged clearly upon them for all to see.
+
+                       GORGO
+             It seems every man does have his
+             price!
+
+     Gorgo leans down and whispers softly into Theron's ear.
+
+                       GORGO
+             When your bones are dust, my son
+             will be King.
+
+     She twists the short blade deeper into Theron.
+
+     TIME SLOWS:
+
+     Their eyes lock.
+
+                       GORGO
+             This will not be over quickly. You
+             will not enjoy it.
+
+     She remembers his cruelty.
+
+                       GORGO
+             I am not your Queen.
+
+     With those words she twists the blade out. Theron falls
+     into a pile of his own blood and entrails.
+
+     The Council members stand around her, some sift through the
+     Persian gold, nodding at the traitor's death. But most
+     stand in awe and admire their Queen.
+
+
+63   EXT. HOT GATES                                                  63
+
+     Persian archers climb down the steep cliff faces and settle
+     their bodies in perfect positions to attack.
+                                                           94.
+
+
+WE SEE: The Spartan Phalanx solidify. Leonidas' eyes
+searching, he listens for the coming Persian force and
+suddenly they appear. Led by Immortals. Hundreds of them
+surround what is left of Sparta's finest.
+
+                  PERSIAN GENERAL
+        My compliments and congratulations.
+        You have surely turned calamity
+        into victory.
+
+The PERSIAN GENERAL steps forward.
+
+                  PERSIAN GENERAL
+        Despite your insufferable
+        arrogance, the God King has come to
+        admire Spartan valor and fighting
+        skill.
+
+The Persian columns build behind each other.
+
+                  PERSIAN GENERAL
+        You will make a mighty ally.
+
+Leonidas says nothing as Ephialtes pushes his way through
+the Immortals and faces his once King.
+
+                  EPHIALTES
+        Yield, Leonidas. Use your reason.
+        Think of your men.
+
+Silence, save the heartbeat of the Spartans to his back.
+
+                  EPHIALTES
+        I beg you.
+
+Now carried on the back of Persian slaves, Xerxes and his
+throne are brought forth for the Spartan line to see.
+
+                  PERSIAN GENERAL
+        Listen to your fellow Greek. He can
+        attest to the divine one's
+        generosity. Despite your several
+        insults. Despite your horrid
+        blasphemies. The Lord of Hosts is
+        prepared to forgive all ... and
+        more, to reward your service.
+
+Xerxes' throne rests completely and the Persian Lord sits
+knowing after days that he has the upper hand.
+
+                  PERSIAN GENERAL
+        You fight for your lands ... ? Keep
+        them.
+                                                                95.
+
+
+     The Persian force continues to build on the horizon. Now
+     thousands are displayed and rest at Xerxes' command.
+
+                       PERSIAN GENERAL
+             You fight for Sparta ... ? She will
+             be wealthier and more powerful than
+             ever before!
+
+     Leonidas and his men are still, a solid wall of ragged
+     warriors.
+
+                       PERSIAN GENERAL
+             You fight for your kingship? You
+             will be proclaimed warlord of all
+             Greece. Answerable only to the one
+             true master of the world.
+
+     Xerxes waits the Spartan reply, both leaders defiant ·in
+     their posture.
+
+                       PERSIAN GENERAL
+             Leonidas, your victory will be
+             complete. If you but lay down your
+             arms and kneel to Holy Xerxes!
+
+     The Spartan Phalanx is unmoving. Weapons tuned towards the
+     Persians' divisions. They wait, their racing hearts,
+     listening for Leonidas, his words, the fuel to their will.
+
+
+64   FLASHBACK - EXT. PINDOS MOUNTAINS - NIGHT                        64
+
+     Snow falls suspended by stretching time. The black paws of
+     the wolf move slowly through the light snow. The young
+     Leonidas, fearless, raises his sharpened stick into a
+     fighting stance. The wolf narrows its red eyes, saliva
+     running across its fangs.
+
+                       DILIOS (V.O.)
+             It has been more than forty years
+             since the wolf and the winter cold.
+
+
+66   EXT. HOT GATES - DAY - PRESENT                                   66
+
+     Seagulls hover on ocean breeze. Delicate feathers ripple
+     with the wind.
+
+                       DILIOS (V.O.)
+             And now as then, it is not fear
+             that grips him, only a
+             restlessness. A heightened sense of
+             things.
+                                                        96.
+
+
+The pitted and dented surface of the King's helmet. A bead
+of sweat rolls down Leonidas' neck. The hem of his tattered
+crimson cape pushed lightly by the wind, brushing a pattern
+into the sand at his feet.
+
+                  DILIOS (V. 0.)
+        The sea-borne breeze coolly kissing
+        the sweat at his chest and neck.
+        Gulls cawing, complaining even as
+        they feast on the thousands of
+        floating dead.
+
+10,000 arrows shiver under the tension of drawn bows. The
+razor teeth and black eyes of the Immortals fight and
+jostle to lower spears and draw sabers, barely able to
+contain their bloodlust.
+
+                  DILIOS (V.O.)
+        The steady breathing of the 300
+        boys at his back ... ready to die
+        for him without a moment's pause.
+        Every one of them ...
+
+WE MOVE ACROSS the battered shields of the 300. Clear eyes
+peer from bronze helmets.
+
+                  DILIOS (V. 0.)
+        ... ready to die.
+
+Finally Leonidas exhales deeply and slowly reaches for his
+helmet. The Persian General watching, under growing
+tension. Xerxes rising from his throne to better see his
+enemy's surrender.
+
+                  DILIOS (V. 0.)
+        His helmet is stifling ...
+
+Leonidas' helmet strikes the ground bluntly.
+
+                  DILIOS (V.O.)
+        ... his shield is heavy.
+
+Leonidas shrugs off his SHIELD and it RATTLES to his feet.
+
+                  PERSIAN GENERAL
+        Your spear.
+
+Leonidas lets his gaze run along the length· of his spear
+past its ragged tip, past even the Persian General to the
+hunched figure crouching among the legs and shields of the
+Immortals.
+
+                  LEONIDAS
+                                                             97.
+
+
+             You there, Ephialtes.
+
+     The misshapen eye darts to avoid the King's gaze, then
+     chances a look to Leonidas. The two hold each other's stare
+     for a moment.
+
+                       LEONIDAS
+             May you live forever.
+
+     The moment is broken.
+
+                       PERSIAN GENERAL
+             Your spear, Leonidas.
+
+     The Spartan King looks back down to his hand, clenched
+     around the weapon. He slowly opens his hand and looks back
+     at the Persian General, letting the SPEAR fall, landing
+     with a dusty CLANK!
+
+     He looks one last time to Xerxes standing atop his golden
+     litter. Behind 10 rows of his bloodthirsty Immortals.
+
+     Noting the wind as it dances with the black banners at the
+     back of Xerxes' throne.
+
+     WE SEE bronze strike the earth as Leonidas falls to his
+     knees. His hands go to the rocky soil just in front of him.
+     His head slowly bowing, his eyes close.
+
+
+67   FLASHBACK - EXT. SPARTAN COURTYARD                            67
+
+     Leonidas and his son compare the size of their hands.
+
+     The King's rough palm is barely covered by the entire soft
+     hand of his son. The boy laughs. His eyes smiling.
+
+     Soft light moves through leaves, laughing with the boy as
+     he marvels at his father's hands.
+
+
+69   EXT. SPARTAN FIELD                                            69
+
+     Gorgo sleeps in waist-high golden hay. Leonidas with the
+     stem of yellowed grass lays next to her. He traces the
+     contour of her cheek, she slowly swats at it. He continues
+     down her neck, his eyes lost in her form.
+
+     The nape of her neck, her collarbone, her black hair curly
+     against the golden stalks of hay. Tickled, she opens her
+     groggy eyes and seeing her husband, softly smiles.
+                                                                98.
+
+
+70   EXT. HOT GATES - DAY - PRESENT                                   70
+
+     Leonidas, eyes closed, lets the faintest of smiles fade,
+     then with head still down, calls ...
+
+                         LEONIDAS
+             STELIOS!!
+
+     From behind the kneeling King, shields part and in two
+     crushing strides, young Stelios leaps, spear in hand, from
+     the cover of his Spartan brothers.
+
+     Planting a foot on his King's back, he flies at the Persian
+     General and, still in the air, he thrusts. Ribs part and
+     sever. The exiting blood sprays into the eyes of nearby
+     Immortals as the General withers under the blow.
+
+     Leonidas snatches his own spear and, rising, loads for
+     mighty throw. Xerxes bares his teeth in anger at the
+     defiant King.
+
+                       XERXES
+             Slaughter them!!!
+
+     The air goes thick with wood shafts, feathers and steel.
+
+     TIME SLOWS:
+
+     Leonidas does not see the black banners at the back of
+     Xerxes' throne fall with the lull in the wind. The only
+     sound is that of countless ARROWS POUNDING into BRONZE
+     SHIELDS, like hard rain on a metal roof. Through this
+     barrage, Leonidas gathers every ounce of his strength.
+
+                       DILIOS (V.O.)
+             His helmet was stifling. It
+             narrowed his vision ...
+
+     WE SEE: The King's eyes. Calm, cold and focused on his
+     target.
+
+                       DILIOS (V.O.)
+             ... and he must see far.
+
+     The Spartan King's muscles pull the spear forward as around
+     him the Persian spindles cut his children down.
+
+                       DILIOS (V.O.)
+             His shield was heavy. It threw off
+             his balance.
+
+     Leonidas lets his spear fly as one after another, arrows
+     settle into him.
+                                                         99.
+
+
+                  DILIOS (V.O.)
+        His target is far away.
+
+The spear of Leonidas flies against the current of incoming
+arrows as the King cries out!
+
+                  LEONIDAS
+        XERXES... DIE!
+
+Dozens of arrows strike Leonidas at once. His men fall
+fighting. Leonidas draws his sword, struggling to free it
+from its sheath as arrow after arrow punches through limb
+and sinew.
+
+                  DILIOS (V.O.)
+        The old ones say we Spartans are
+        descended from Hercules himself.
+
+Leonidas falls back upon the body of another of his fallen
+brothers. He then pushes himself back to his knees.
+
+                  DILIOS (V.O.)
+        Bold Leonidas gives testament to
+        our bloodline. His roar is long and
+        loud.
+
+As Leonidas cries out in his glory, his spear silently out,
+away from the dying Spartans.
+
+TIME SLOWS.
+
+It soars in a straight line. Its shadow snaking up the
+ornate carpet of Xerxes' throne.
+
+The God King does not move. He can only watch, wide-eyed as
+the spear of Leonidas, thrown as his fin.al act, grazes his
+cheek. A small spray of blood flies from Xerxes' face as
+the spear sticks into the back of the golden throne.
+
+The assembled host of Persian generals gasps in awe at the
+sight of the God King's spilled blood, divine no more.
+
+The unquenchable bloodlust of the Immortals rises to a
+fevered pitch as they bring to bear their entire arsenal of
+spears, arrows, swords and lances against the Spartans who
+fight on as they die.
+
+The Captain charges forward out of ranks. Dozens of arrows
+finding their mark in his back and chest. Yet, he does not
+fall.
+                                                          100.
+
+
+Leonidas watches helpless as one of the Immortals plunges a
+spear into the Captain's chest. The Captain takes hold of
+it, dropping shield and spear, pulling it into his own
+body, moving close to the Immortal who wields it.
+
+As life ebbs from him, he grips the Immortal's skull and
+twists it, snapping the neck with an audible crunch. The
+Immortal falls beneath him. The Captain rolls off, snapping
+the arrows that protrude from his body.
+
+                  CAPTAIN
+        Astinos ...
+
+He exhales deeply and dies, his son's name still on his
+lips.
+
+Xerxes puts a hand to his bleeding face. Overcome, he
+collapses to his throne.
+
+Leonidas struggles to reach Stelios. The two fight on...
+side by side with broken blades and useless shields,
+hacking at the relentless Immortals.
+
+WE HEAR: A black and gold turbaned herald ... TRUMPET!
+Through a horn of human bone, signaling the Immortals to
+fall back so as not to be cut down by their own archers.
+Exhausted and mortally wounded, Stelios and the King crawl
+back among the handful of still living Spartans.
+
+Endless scores of fresh archers take up positions on
+hillside and boulders, surrounding on all sides that which
+remains of the Intrepid 300.
+
+Stelios, through labored breath, his own blood-running into
+his eyes, calls to his King. Just feet away.
+
+                   STELIOS
+        My King.
+
+Each breath pain rising from within him.
+
+                  STELIOS
+        It's an honor to die at your side.
+
+Leonidas rises looking down at Stelios.
+
+                  LEONIDAS
+        It's an honor to have lived at
+        yours.
+                                                               101.
+
+
+     Countless archers bend bows as if the very earth around the
+     dwindling Spartan ranks was not made of stone, scrub grass
+     and cliff, but of bent ash, cat gut, and hungry iron arrow
+     tips.
+
+     We are CLOSE TO Leonidas' lips, chapped and splattered with
+     dark blood.
+
+     A Persian Commander nods to the herald. He inhales deeply.
+     Leonidas is calm. His voice lowers.
+
+                       LEONIDAS
+             My Queen ... my wife.
+
+     WE HEAR: The HORN. Nesting birds take flight. Leonidas'
+     lips move, a whisper of reverence.
+
+                       LEONIDAS
+             My love ...
+
+     The arrows are released as one. The lethal dark cloud races
+     across the rugged and bloody battlefield. Stelios narrows
+     his eyes and with his last breath, stands next to his King.
+
+     The ARROWS STRIKE a single ...
+
+     DRUM STROKE.
+
+     BLACKNESS.
+
+
+73   EXT. SPARTA HAYFIELD - DAY                                       73
+
+     At the edge of the city. Gorgo stands waist-deep in the
+     amber hay, it moves around her, pushed and slanted by a
+     late summer wind.
+
+     The sun is low in the West. Gorgo has come to this spot
+     many times. Her brown eyes scanning the low hills. A figure
+     appears at the edge of the field. The light coming over his
+     back as he moves toward her. His shadow loosely moves among
+     the hay before him. He walks.
+
+     WE SEE: Dilios, his battered form, a testament to his
+     valor. Shield rutted and the cut bronze has peeled back to
+     reveal oak. His helmet is dented and tarnished. The dried
+     blood on his makeshift eye patch.
+
+     He stands before his Queen alone. Her eyes a thousand
+     questions.
+
+     They share a silent moment of grief. She knows without word
+     the fate of her husband.
+                                                             102.
+
+
+     He does not reach into pocket or pouch. He simply raises
+     his hand from his hip, turns his palm upward and opens it.
+     There resting in the cut and calloused hand of Dilios is
+     the wolf tooth necklace.
+
+     Gorgo holds out her hands. Eyes welling. Dilios lets it
+     fall then closes his hands around hers. He squeezes gently.
+     She looks down and away. Her face binding in grief. Dilios
+     watches her, feeling his own pain.
+
+     He moves on, leaving her framed by the waving grass. Her
+     body begins to shake. She drops to her knees. Her nose
+     runs, all her Spartan reserve lost.
+
+     WE SEE: A boy hurrying past Dilios without a look. The
+     King's son, Pleistarchos, runs, hay brushing at his knees
+     as he rushes to his mother's side.
+
+     Dilios turns watching from a distance. Pleistarchos reaches
+     her, they embrace. Gorgo's face red and wet with tears as
+     she looks at him, seeing her husband's eyes.
+
+     Her love.
+
+     She then takes the leather necktie and places it over her
+     son's head. He bows, letting it come to rest at his chest.
+
+     His small fingers touching it. Pleistarchos puts his hand
+     on his mother's face, gently wiping away her tears.
+
+     Dilios watches as the dark figures in the bright hay
+     embrace again. He nods silently to himself and turns.
+
+
+74   INT. SPARTAN COUNCIL CHAMBER                                   74
+
+     Dilios still bloodied from battle, chin down, brow knitted.
+     Lives each moment again. His voice ECHOING from the stone
+     walls. Dilios stands at the center of the round room.
+
+     WE MOVE: WITH him, rotating slowly.
+
+                       DILIOS
+             Remember us ... as simple an order
+             as a King can give. Remember why we
+             died.
+
+     The faces of the Spartan gallery are riveted. This is the
+     very reason why this room was built.
+
+                       DILIOS
+                                                               103.
+
+
+             For he did not wish tribute or
+             song, nor monuments, nor poems of
+             war and valor. His wish was simple.
+             Remember us ... He said to me ...
+             that it was his hope should any
+             free soul come across that place.
+
+
+75   EXT. HOT GATES - DAY                                             75
+
+     WE MOVE: SLOWLYACROSS a still life of death. Spartan
+     brothers all lay beset with arrows too numerous to count.
+
+     And as we hear Dilios' voice, we are reminded it is his
+     voice which has lead us all along.
+
+                       DILIOS (V.O.)
+             In all the countless centuries yet
+             to be ...
+
+     WE SEE: Spartan after Spartan, eyes locked in death stares,
+     laying atop one another.
+
+     Stelios. Dozens upon dozens of arrows pin him to the shield
+     he lays upon. One clear eye peers towards the sky. The
+     other put out by Persian spindle.
+
+                       DILIOS (V.O.)
+             ... may all our voices whisper to
+             you from the ageless stones.
+
+     At the center of this scene of heroic dead, arms
+     outstretched upon the blood-soaked ground in a Christ-like
+     pose, lays the Spartan King.
+
+     WE MOVE: SLOWLY UPWARD, LOOKING DOWN ON Leonidas, his body
+     riddled with arrows.
+
+                       DILIOS (V.O.)
+             Go tell the Spartans, passerby ...
+
+     We CONTINUE TO RISE UNTIL ... WE SEE: All of the fallen
+     300.
+
+                       DILIOS (V.O.)
+             ... that here by Spartan law we
+             lie!
+
+
+76   EXT. CAMPFIRES OF WAR - CLOSE ON DILIOS' FACE - DAWN             76
+
+     WE SEE: The wounds have heeled. He wears a leather eye
+     patch. Firelight and the blue ambience of dawn mix.
+                                                          104.
+
+
+                  DILIOS
+        And so my King died, and so my
+        brothers died, barely a year ago
+        ...
+
+All around the fire now stand, ready for war, capes the
+color of blood, helmets and shields surround Dilios.
+
+                  DILIOS
+        Long I pondered my King's cryptic
+        talk of victory. Time has proven
+        him wise.
+
+Dilios begins to push through the Spartan warriors. They
+follow him from the fire.
+
+                  DILIOS
+        For from free Greek to free Greek
+        the word was spread that bold
+        Leonidas and his three hundred, so
+        far from home, laid down their
+        lives not just for Sparta ...
+
+WE FOLLOW: Dilios as he continues, the sea of Spartans
+making way for him as he moves slowly, taking time to clasp
+shoulder with hand, meeting eyes with nods.
+
+                  DILIOS
+        ... but for all Greece and the
+        promise this country holds.
+
+Shields are pulled aside and from a wall of fresh bronze,
+with dawn breaking in fingers of golden light, Dilios steps
+out in front of the Spartan line. He strides slowly with
+confidence along the barrier of shields. A forest of spears
+reach back into the distance, pointing skyward.
+
+A young SQUIRE hands Dilios his shield and spear. Eyes burn
+with battle lust as Dilios, never far from this tableau of
+Spartan bronze, continues.
+
+                  DILIOS
+        Now, here on this rugged patch of
+        Greece called Plataea, Xerxes'
+        hordes face obliteration!!!
+
+WE HEAR: A collective cry answering Dilios.
+
+                    SPARTANS
+        Haaawooo!
+                                                          105.
+
+
+A cry like rolling thunder spreading across the Spartan
+ranks. LOWFLUTES begin to play a haunting melody, joined by
+slow rhythmic DRUMMING of SPEAR on SHIELD.
+
+Dilios spins, pointing with spear out across the barren
+landscape that lay before him.
+
+                  DILIOS
+        Just there ... the barbarians
+        huddle. Sheer terror gripping
+        tight. Their hearts with icy
+        fingers knowing full well what
+        merciless horror they suffered at
+        the spears and swords of 300 ...
+
+Dilios turns back to the line of men. It disappears into
+the distance on both sides of him.
+
+                  DILIOS
+        ... yet they stare now across the
+        plain at 10,000 Spartans commanding
+        30,000 free Greeks.
+
+Again he is answered with a thunderclap.
+
+WE RISE: UP FROM Dilios to reveal a sea of men stretching
+out over the rolling hills. Thousands upon thousands of
+Spartan shields blaze with the rising sun.
+
+                  DILIOS
+        The enemy outnumber us a paltry
+        three to one. Good odds for any
+        Greek.
+
+Dilios nods into his helmet. He takes hold of his spear and
+shield, melting back into the phalanx.
+
+                  DILIOS
+        This day we rescue a world from
+        mysticism and tyranny. We usher in
+        a future brighter than anything we
+        can imagine!!
+
+Dilios lowers his chin, gripping tightly the leather on his
+shield and as one in rhythm with the flutes, the spears of
+the Spartan war machine drop into position.
+
+                  DILIOS
+        Give thanks, men, to Leonidas and
+        the brave 300.
+
+His eyes narrow, his teeth clench. Muscle and will become
+one.
+                                                         106.
+
+
+                    DILIOS
+          To Victory!!!
+
+WE SEE: The Spartan wall of death coming in full run.
+Crimson CAPES SNAPPING behind them, the GROUNDSHAKING.
+
+Feet pound and churn the earth to dust and as it thunders
+TOWARD us, a razor-sharp spear tip just PASSES us, we
+TRAVEL DOWN its length TO the Hoplites' eyes, full of hate,
+glinting inside bronze, and then a shield FILLS OUR VIEW.
+
+                                             FADE TO BLACK.
+
+THE END
+
\ No newline at end of file