scripts/300.txt

                                                            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