Xena and Gabrielle return to the Amazon village to celebrate the naming of Varia as new Queen of the Amazons. Since the ceremony is restricted to Amazons, Xena agrees to sleep in the forest while Gabrielle enjoys the festivities. That evening, Xena gets a feeling that the Amazons are in danger and heads for the village. The celebration is crashed by a mysterious masked warrior and his men, who ride in proclaiming "death to the Amazons!" Xena's battle cry suddenly fills the air and the masked warrior, recognizing it, easily blocks her chakram before kicking her. When Varia charges him, he knocks her unconscious and tosses her on his horse before hurling an axe at Gabrielle. As Xena dives for the axe, the warriors disappear with Varia.

Looking for clues, Xena studies the masked warrior's axe and concludes that it's from Helicon. Determined to rescue Varia, the Amazons insist that Gabrielle lead them to Greece. Xena declares that she will battle the leader and disengage the catapults, but Gabrielle, anxious about Xena's safety, reminds her that the masked warrior was a tough adversary. Meanwhile, Varia is thrown in a castle dungeon and approached by the masked warrior, Bellerophon, who smiles smugly when she insists that her tribe will rescue her. In his command room, Bellerophon orders that the catapults be loaded and tells his Lieutenant to watch out for Xena. When Bellerophon is alone, Xena lunges out of the shadows and punches him. Unfazed by her blows, Xena deduces that he must be half-god and he confirms her hunch, informing her that his mother was Artemis, the greatest Olympian who taught the Amazons all they know and then abandoned her. Bellerophon and Xena face off again, but he gains control and holding a dagger to her throat, vows that she and the Amazons will pay for murdering Artemis. Knowing she is presently no match for the warrior, Xena gives him a head slam, freeing herself from his grasp, and flees through the window taking one of his guards with her. Furious, he orders his men to arm the catapults.

Out in the ocean that night, the guard attacks Xena with a knife, but a shark takes hold of him and she is spared. Relieved, Xena suddenly recognizes the Amazon boat burning in the distance. With many Amazons dead and others being eaten by sharks, Gabrielle tells Gwyn-Teir that they are taking the beach. As the women step onshore, they are bombarded with arrows and catapult fire. Looking to Gabrielle for direction, she sends one of the Amazons out to clear a path and tells the others to stay close. The Amazon is hit, but the explosion clears the way for them. When Xena emerges from the water, Gabrielle tries to relinquish leadership to her, but Xena declines insisting that the Amazons will not listen to her. Back at the castle, Bellerophon informs Varia of the bloodshed and threatens to execute her and the rest of her tribe unless she kills Gabrielle. Scanning the beach, Xena notices a trench that would provide good cover and races towards it, deflecting a missile with her chakram. On Xena's signal, the Amazons run for the gully, but Gwyn-Teir is wounded in the process and Xena grabs her and carries her to safety. Just then, Varia appears and joins them in the trench claiming that Bellerophon said she should die with her tribe. Varia insists that they retreat, but Gabrielle disagrees, fearing that they will be destroyed if they don't act now. Doubting Xena, Gabrielle agrees to go with her plan of building a raft to save the wounded. Meanwhile, Varia surveys her injured sisters and tells Gabrielle she has a job for her.

As Xena and Tyro finish the raft, they notice Gabrielle struggling to grab Amazon weapons at the water's edge. Xena reaches Gabrielle and pushes her out of the way just before she is hit by a catapult. Xena grows suspicious when Gabrielle says that Varia ordered her to gather the weapons. Walking back, they see Varia crouched, shooting arrows at them. Gabrielle angrily confronts her while Xena informs the rest of the tribe of Varia's intentions. With the Amazons on Gabrielle's side, she agrees to let Varia accompany them, but declares that she is no longer Queen.

That night, after moving the wounded Amazons by raft, Xena stabs one of Bellerophon's soldiers with an arrow and he begins to groan. Gabrielle approaches ready to kill him, but Xena puts the pinch on him instead, silencing his whimpering. Shocked by Gabrielle's steely resolve, Xena rides to Bellerophon's castle and challenges him to a one on one brawl. Bellerophon agrees and the two struggle. He lunges a rock at Xena that hits a crossbow, releasing two arrows that shoot her in the back. Seemingly stricken, she pulls herself up onto Argo, who carries her into the woods. Bellerophon and his men pursue her, unaware that she feigned her injury, and are suddenly ambushed by Xena and the remaining Amazons. With some fancy flips, Xena has Bellerophon at her mercy and the warrior begs for her to kill him. When she refuses, he secretly pulls out a dagger and lunges at her, but she turns just in time and he impales himself on her sword. Stopping Gabrielle from any more killing, Xena tells her it's over and the two embrace. Their moment is interrupted by a victory celebration, which Xena and Gabrielle happily join.

DISCLAIMER
No shark bait was harmed during the making of this motion picture.