"300" (2007)

by

Michael Gordon

based on the graphic novel .l.Q.QbyFrankMiller

current revision by

Zachary Snyder & Kurt Johnstad

Thisscript is the confidential andproprietary propertyof Warner Bros. Picturesand no portion of itmay be performed, distributed,reproduced, used, quotedor published without priorwritten permission.

INTERIM DRAFT

June 9, 2005

WARNERBROS. PICTURES INC. © 2005 4000Warner Boulevard WARNER BROS. ENT. Burbank,California 91522 All Rights Reserved

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.

From an unseen window a wind extinguishes the candle plunging us into darkness.

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.

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.

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.

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.

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.

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.

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.

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.

GROWLINGas 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.

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.

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•

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.

The men visible in the firelight, and countless others in the darkness beyond...

POUNDtheir shields in unison and cry as one.

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 scans his audience. The light from the firemoves across the capes of crimson and helmets of bronze. Dilios is a grim orator. His scarred and ruddy face bears witness to his own story.

There is brewing anger in the eyes of his listeners. Dilios sets his gaze to the fire.

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!

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.

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.

SENTRY f/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.

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.

SENTRY f/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-4ozen human skulls.

The Messenger kicks at his horse, holding the skulls and royal headdresses for all to see.

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 si~ulated combat with his six-year-old boy, PLEISTARCHOS.

The boy dives at his father, missing the King's legs.

Leonidas smiles.

Again the boy tackles and they tumble over each other into the soft grass.

They wrestle on ...continuing one of the ancient rituals of father and son.

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 rolls the boy to his back.

WE SEE: A Spartan, Leonidas' CAPTAIN (45), broad- shouldered and fiercely loyal, speaking to Gorgo near the 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 rises to his feet.

The boy nods and goes.

Pleistarchos returns with a simple short sword of iron, its handle inlaid carnelian and amber. Leonidas arms himself and leans dqwn, kissing his son on the forehead.

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.

Theron allows the comment to disappear into the sounds of the market.

Leonidas stands before the Persian Messenger.

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.

Leonidas narrows his eyes.

The Persian holds to his message studying the King's face.

The Persian turns to Gorgo, never having been spoken to by a woman in this tone.

can speak among men?

The Persian must swallow his pride along with the insult before his men.

Leonidas turns away, leaving the rest to follow the King's steps.

The Messenger throws a look to Gorgo and continues.

The Spartan bodyguards watch the Persians carefully.

Leonidas stops in his tracks...

Theron moves forward.

Leonidas raises his hand.

Leonidas looks away from the Messenger's eyes and scans the Persian bodyguards, assessing their strength.

TIME SLOWSfor 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

As Leonidas stares at the Messenger.

In one motion the King draws his sword, bringing it to the Persian's neck:

The Spartan guards quickly follow their King and hold their weapons to the Persian force before them.

Leonidas begins to back the Persian messenger up towards a deep open well.

Leonidas touches his sword onto the dark flesh of the Messenger.

Theron raises his hands in a desperate attempt to stop Leonidas.

Leonidas has the messenger's heels hanging above the void of the well. The Persians eye the Spartans nervously.

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...

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.

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.

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.

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.

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.

Leonidas plunges his finger back into the sand and draws a line running perpendicular to his line representing the coast.

Leonidas holds his hands up in front of his face as if they are the Hot Gates themselves.

The King pounds his fist into his open hand.

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.

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.

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!

DRUMSstop, 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 bloc~ 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.

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 HOWLSthrough 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...

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 turns to the Ephors.

The Persian smiles, his face adorned with gold piercings, his eyes pale blue.

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.

Leonidas leans on 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 smiles. The curls of her black hair fall softly across her neck and collarbone.

She reaches up to him, laying her hand to the side of his face.

Gorgo furrows her brow in mock concern.

He smiles, if only briefly. He is inpain and she can see it.

Gorgo sits up. She is tender, yet intense. She looks into his eyes for a moment, then her expression softens.

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.

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.

A Spartan named STELIOS (28), lean and hard-bodied, speaks up from the line of soldiers.

The Captain turns and barks at Stelios.

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 stands before the baby-faced warrior.

The Captain stands next to his King, and glances into the eyes of his son, ASTINOS (18).

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.

The group stands before Leonidas, trying to gain his attention.

Leonidas continues to view his men with a disciplined eye.

nothing.

Theron and the councilmenview the assembly of warriors.

Leonidas looks away from his 300, to his Queen and child who have now joined the group.

Gorgo pulls her son into her hip.

Leonidas looks at his family.

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.

sons.

Leonidas moves toward his men, to begin their long march North.

Leonidas turns to his wife's voice.

The Queen walks to him, lifting from her neck the simple leather necklace, attached is a wolf fang. Her husband's first boyhood enemy.

Leonidas bows slightly, as she passes the necklace over his head.

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 tomarch from Sparta.

The King knows he will never see her again. He will never see Sparta again.

They march on!

DILIOS (V.O.)

Only thehard. Only the strong.

On a distant blade of rock, a LONE FIGURE, hobbled and bent, follows the Spartans as they move across the golden fields.

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 shapelessmass ofmen 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 strongHoplites from city-states that have heard the call to war.

DILIOS (V.O.)

Noisy Arcadians greet us with < noisy complaints. r

Leonidas leads his men and greets the Arcadians.

DAXOS, a tree trunk of a man, circular shield strapped to his back, leads the Arcadian force.

His men look at the small Spartan numbers and begin to murmur among themselves.

The men settle and listen~.. listen carefully to the words that will come.

Daxos scans the Spartans, counting quickly the rows of men, unmoving under the weight of their armor as if carved from the mountain itself.

Leonidas sits atop a smooth, moss-covered stone.

Leonidas glances to the Arcadians.

A small-framed ARCADIANsteps forward.

ARCADIAN 1/1 I am a potter, sir.

Leonidas points to another.

Another Arcadian responds from group.

Leonidas points again to the crowd.

Again the King points.

Leonidas stands, turning to his 300.

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.

The Spartan weapons lower and raise again and again each time the men grow louder with their chant of war.

Leonidas nods softly at his men and turns to Daxos.

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.

The Loyalist reflects on the Queen's words.

Gorgo stands beneath an arbor of lavender.

Gorgo watches a Spartan guard on horseback ride out of the city into theblackness of night.

TheLoyalist nods in agreement with his Queen.

The Loyalist gathers himself and readies to leave.

The Loyalist bows his head and goes without sound, leaving the Queen to view the stars that spread across the obsidian night.

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.

Leonidas studies the fire.

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 returns to the fire, watching it dance. The King's eyes close for a moment. Just a dream of sleep would be enough.

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.

The silhouetted figure looms, watching the Spartans' progress.

The Spartans rest for a moment.

Stelios points to thin columns of black smoke on the blue horizon.

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.

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.

The Captain kneels next to Leonidas after surveying the scene.

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. *

The Child is stoic in her telling of the tale.

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.

The Spartans and free Greeks move slowly towards the haunting tree. Leonidas stands without expression, holding the dead child.

Some of the Greeks nervously look at each other.

Leonidas lays the small child's frame at the base of the tree.

Leonidas pauses, watching the men stream down past him into the narrow canyon called the Hot Gate. The WIND HOWLSthrough the ancient cut in the mountains and the crimson Spartan capes...

... SNAP like flags.

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.

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.

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.

The Captain nods to his friend as the nearing soldiers clamor by ...

Dilios takes a few steps past Leonidas, following themen who head down to the sea, then turns back to them.

Leonidas takes a look at the sky and then back to the Persian fleet.

Lightning flashes across a violent sky, exploding the mast of a Persian trireme. The vessel is tossed on giant SURF, CRASHINGit 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.

Then another flash of lightning as the men behind him dance with time suspended, in ecstasy of jubilation. Leonidas, jaw set, face cold, stern and motionless, says nothing.

DILIOS (V. 0.)

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.

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.

The Spartan smiles, shaking his head at the sheer spectacle.

With that he slaps a hand on Daxos' back and laughs.

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' feet trample over the wild scrub and withered flowers sheathed in dust.

Ephialtes stops at the edge of a high cliff, cupping his misshapen hand towards his face, inhaling deeply, smelling, questioning the air itself.

WE HEAR: the sound of TROOPS marching in the distance.

A PERSIAN GENERALcarried atop a golden throne, * surrounded by BODYGUARDS. He whips his slaves and pushes them on.

Ephialtes grits his teeth and growls at the passing Persian display.

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.

Daxos is scared, he points in_the direction of the sea.

The King nods slowly at Daxos. *

ill-prepared for the delicate matters of state. I fear the welcome that this ambassador will receive and the message it sends to Xerxes.

Leonidas smiles at Daxos.

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.

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.

Ephialtes watches the Persian General and his column of men fade into the distance.

Ephialtes spins and thrusts the sky with his.spear in mock battle.

He turns and opens his stride across the sharp rocks.

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.

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.

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.

One or two of the Arcadians look over their shoulders at the Persian General.

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.

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.

His words catch in his throat as he sees that thewall 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 thewall 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.

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.

The General breathes a labored breath, swallows hard and narrows his brow.

Stelios is unmoved by the General's speech.

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.

Stelios never changes his expression. His eyes are as cold as the bracing AEGEANwhich CRASHESrelentlessly on the cliffs below.

Leonidas and his Captain watch as the Persian Ambassador retreats back to Xerxes and his legions.

LEONIDAS

J Captain, have the men found any

route through the hills to our back?

Atop the brown stones and pale ground stands Ephialtes, like a broken creature.

Ephialtes lowers his bronze shield to reveal his entire body.

The Captain steps forward and levels his spear at Ephialtes' frame.

Ephialtes bows his head towards Leonidas.

The Captain stands firm.

Leonidas lowers his spear in front of the Captain's chest, stopping him from advancing towards Ephialtes.

The Captain looks to his King and backs away slowly, watching Ephialtes as he returns to his men who prepare for the Persians.

Ephialtes squints and shortens his gaze to Leonidas.

Ephialtes steps closer to the King, lifting his head with pride.

Silence lays between the King and the eager soul.

Leonidas leans onto a smooth, cool stone.

Ephialtes opens his stance and twirls the shaft of his spear, blurring the speed of its arc.

Ephialtes jabshis spear towards the Persian camps in the distance,breathing, growling at the imaginary men that fallbefore him.

Leonidas stands, shadow towering over the warped form of Ephialtes.

Ephialtes stops his attack.

Ephialtes lifts the shield. He is half hidden behind the circle of hammered bronze.

Leonidas demonstrates the defensive stance.

Leonidas takes his hand to the top of Ephialtes' shield and measures the height, a good two feet shy of the needed mark.

The King shakes his head slowly as Ephialtes lowers his shield.

Leonidas places his hand on the shoulder of Ephialtes.

The King turns quietly away and heads down the slope of limestone towards his 300.

Ephialtes turns away, towards the cliff's edge.

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.

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 RUMBLINGGROWS ... STRONGER... LOUDER!

Without hesitation the Spartan guard and others move quickly, grabbing their weapons.

DILIOS (V.O.)

For a beast approaches... savoring the meal to come.

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. ~.I

DILIOS (V.O.)

To snuff out the world's one hope for reason and justice.

Armor is lifted. Leonidas runs forward, leading from the front. The Captain and his 300 follow him down the broken path.

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.

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!

WE HEAR: The sounds of HOOVESand HORSES, like distant thunder, GROWING CLOSER! 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.

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.

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.

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.

The Persian funnel off the Wall of the Dead up the last steps of the Hot Gates.

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.

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.

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.

And with the defiance of the Gods themselves, Leonidas starts what many speak of but few have the heart for.

WARBEGINS!

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.

The Spartan phalanx snaps to a perfect oak and bronze wall of defense.

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.

The Spartans brace for battle.

Assyrians, Arabians, Bactrians, Cappadocians, Medes, Karians, Babylonians, Armenians, and other Asiatic tribes, a hundred nations thunder forward at the Spartan line.

The Persians close within twenty yards of the forest of Spartan arms.

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 t 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.

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.

They push on, never breaking their impenetrable human wall.

Dilios' jabs land, cutting into Persian throats, the cries of pain muffled as they fall under the trampling feet of Spartan advance.

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, GROANSand SCREAMSdrift out and fall back to the lifeless bodies from which they came.

Scared Persians, hearts pounding in hollow determination, fall quick prey to the skill of the Spartans.

They step and thrust, killing all before them.

A deafening advance, the Spartans repel the Persian discharge with ease, forcing the incalculable numbers backwards.

CAPTAIN

To the cliffs!

''.il 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.

With the King's voice, the Spartans stop and watch the last Persian sail over the cliff face and disappear without a sound.

WE HEAR: Distant Arabian HORNS sound off. As a thousand HARPIES SCREECHand arrows cut loose.

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.

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.

Arrows pound off their shields, deflect, SHAFTS SNAP, they fall in a deluge, pinning Astinos' robe to the ground.

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.

Leonidas looks to his Captain.

The Captain nods.

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.

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. *

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.

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.

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--

-- POUNDbronze 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.

The Queen waits a moment and sighs.

Gorgo turns down the alley shaking her head. Shepasses 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 clearwater and places it on his neck.

He stands to his feet as Gorgo approaches.

She turns back towards the alley.

Gorgo relaxes a bit, made comfortable by the Loyalist's manner.

The Loyalist ponders with a smile, remembering his time enduring the Spartan crucible.

Gorgo answers quickly.

The Queen nods.

The moment hangs between them both.

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.

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.

Gorgo pulls her son into her. Theron studies the faces of both Queen and son.

Gorgo narrows her gaze at Theron.

It is a vision of Hell on Earth. Thousands of Persian dead lay in heaps. The ground turned to mud by the countless gallons ofblood. The Spartans work gathering weapons from the fallen andputting the few Persians whose injuries have not killed them, out of their misery.

Leonidas and the Captainpull off their helmets. As they do, the Captain sees a Persian crawling among the nearby dead. He moves casually over tohim.

The Captain looksback 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.

Stelios runs the last few yards right up to Leonidas.and the Captain.

Steliosputs his hands on his thighs and drops his head for a moment.

He breathes deeply, then swallows.

Leonidas looks in the direction of Stelios' spear which he uses as a pointer.

Leonidas smiles at the Captain.

Leonidas becomes more serious, his voice lowers.

Leonidas begins to move across the landscape of the dead as the Captain sighs, then sees another breathing Persian and raises his spear.

The Captain buries his spear with crisp precision and the life groans from one of the nameless horde of his enemy.

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.

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 slaveswho 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.

Xerxes moves down the richly carpeted stairs of his throne platform to the waiting Leonidas. Xerxes steps down, using the back of akneeling slave as the final step.

DILIOS (V.O.)

A voice as smooth aswarm oil on well-worn leather and as deep as rolling thunder.

Xerxes glides onpowerful legs as Leonidas stands next to him.

Xerxes stops and turns to the Spartan King.

Xerxes smiles.

Leonidas looks up at Xerxes.

As Leonidas and Xerxes stand together, silent archers pull bows taut, keeping an eye on the Spartan King.

Leonidas is unmoved.

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 leans closer to Leonidas, his voice goes to a hush.

Greece. You will carry my battle standard into the heart of Europa. Your Athenian rivals will kneel at your feet, ifyou will but kneel atmine.

Leonidas exhales deeply, then steps out from under the God King's hand and looks at his feet.

divine, ohKing of Kings. Such an offer only amadman would refuse.

The SpartanKing then takes a few slow steps away from the toweringXerxes.

Xerxes' body tenses under the weight of diplomatic words.

Xerxes is afire, voice raised in contempt for the Spartan King.

Leonidas turns to Xerxes, eyes as cold as ice.

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 tosses the body he's carrying onto the pile.

Astinos grunts as he heaves a cool body onto another, as Stelios drags a body by the ankles.

The Captain behind them lifts two bodies over his shoulders and begins to move towards the youths.

Stelios throws another on the heaping dead. 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.

Leonidas glances back towards the Persian camp, as a wind of dusk tosses crimson behind him.

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. 0.)

They have served the dark will of Persian Kings for 500 years.

Clouds roll against the quarter moon. Black banners

cover the sky.

The war DRUMSPOUNDlike the heartbeat of a Titan. A river of black bronze surges toward the Hot Gates.

Feet pound the earth. Barely the feet of men, toenail- like claws.

WE RISE SLOWLY ALONGthe 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.)

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! *

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.

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.

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.

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.

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.

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 landswith 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 spitsblood as he roars in defiance. The thing tosses his sword down as he moves right into Leonidas' face, roaring ashe 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 ...

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.

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 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.

TIME SLOWS.

NO SOUND. SAVE THE DRUMS.

DILIOS (V.O.)

They shout and curse, stabbing wildly, more brawlers than warriors.

WE SEE: Farmer and potter, blacksmith and merchant. 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 UNDERTHE 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.

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.

WE HEAR a ROAR so primitive it shakes the ground and ECHOES OFF the far canyon walls as the other Spartans sound off.

Leonidas says nothing, just stares quietly towards the heavens along the far edge of the fire circle and beyond.

Dilios moves with the shadowed light, in front of his brothers.

The Captain nods slowly and wipes the now cold blood from his hands with a captured turban.

CAPTAIN

i They will never measure as fine as j 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.

The Captain throws the rod back to the fire and again a cheer from the Greek warriors rings into the night.

Leonidas turns and moves through their war party.

Their King's voice quiets their folly.

Leonidas raises his hand, holding some invisible force that quiets the men.

Leonidas lowers his hand and gazes over each of the men's faces, half-filled with firelight.

Leonidas points out into the darkness of the battlefield.

The Spartan King returns his eyes to his warriors.

The Spartans erupt into a chorus of voice.

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.

i He rips the cape, it settles near his feet. ..I

His crude shape leans over, looking down towards the Spartan campfires, down towards the distant warriors.

Ephialtes lifts his father's bronze helmet toward the faultless sky, inspecting the color, its worn strength.

He throws his helmet to the ground.

Ephialtes grunts in disgust to himself.

He turns his broken form and begins into thenight, none but himself hearing his voice.

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! *

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.

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.

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 .ontheir 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.

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.

i 1I 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 ofhis spear. Robbing them of any glory, any hope of tomorrow.

In front of Xerxes' myriad tents, a long line ofhis Generals wait.

TIME SLOWS:

DILIOS (V.O.)

King Xerxes is displeased with his generals.

Xerxes' eyes blaze. Veins bulge inhis 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 shouldbe, 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 ofhis many disappointing Generals is parted fromhis head.

WE HEAR: The TRUMPETINGof not brass horn but angry and wild BEASTS.

DILIOS (V.O.)

Xerxes dispatches his monsters from half the world away.

WE SEE: Around the bend. A cavalry of elephants en mass. Elephants adorned with spikes and cleated shoes, stomp through their own men. Their trunks fitted with hammers and bladed sickles. They swing, clearing a path 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.

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.

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.

Stelios pulls at his steel, stuck in the corpse he just felled.

Astinos laughs and swings through a string of Persians that streams toward Stelios, still trying to free his blade.

Astinos is dynamic, effortless, and brave as he takes on 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.

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.

Astinos looks to his father across the salient, the Captain locks eyes with his son.

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 J beheaded only a few yards away.

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.

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 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.

A wood fire burns in the corner, illuminating the simple mason and beam ceilings. Theron and Gorgo stand in conversation.

Theron walks to a rimmed table, tanned cougar hide covering its base.

Gorgo studies his face and with a laugh. ·1

He lifts a high pitcher, inlaid of silverpalmette rising from acanthus leaves.

He pours the water into two shallowbronze bowls, hammered with the images of aseated fox andhen. He hands the water to Gorgo.

Theron turns to faceGorgo in thehalf-lit room.

Gorgo takes a sip from thebowl and sets it on the near table.

Theron nods in agreement.

He sets his water down and looks at the Queen.

The Queen paces across the near window.

Theron closes the distance to the Queen.

Without hesitation, Gorgo slaps Theron clean across his face. He is unmoved by the blow.

He grabs Gorgo by the throat, she struggles for a moment under his power.

Gorgo searching the room, nothing, to aid her plight.

..I '1 Gorgo looks at Theron in disbelief.

Gorgo's eyes lock with Theron as she

GASPS for air.

His grip tightens around her neck.

Theron smiles again as he watches Gorgo squirm under his powerful grasp.

Theron releases his grip on the Queen's neck.

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.

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.

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.

WE HEAR: The FAINT CRIES, erotic WAILS, with the SOFT DRUMMING. A goat-headed minstrel plays the sitar. Others smoke from pipes of octopus skin and listen to the 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.

Under a canopy of soft light, Ephialtes moves fromthe shadows.

Xerxes on a marble pedestal, adorned in rare diamonds and emeralds from lands far from where he now stands.

Concubines of all shapes, colors and nations arebrought forth for Ephialtes.

Ephialtes squintshis one blue eye at the spectacle.

The dancerswrithe against Ephialtes' frame.

Ephialtes wipes the drool, the sheer temptation from his lips and speaks.

The dancers reach deeper into the heights of their tortured bodies.

Xerxes opens his impressive arms, extending his jeweled hands to his Greek guest.

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 shuffles closer and opens his eyes wide for Xerxes to view.

Xerxes folds his arms over one another and simply nods.

Ephialtes takes a deep breath, as if to breathe in his newfound wealth and treasures.

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.

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.

Dilios crouches near the firelight, binding a crude bandage across his face and head.

Dilios rises and points to a sole campfire raging atop the ridgeline.

Leonidas nods quietly.

Daxos rides into the Spartan encampment.

Daxos dismounts, dropping the leather reins and without haste, covers the ground to Leonidas.

Daxos' eyes dart around the blackness beyond the firelight searching nervously the high cliff face and then returns to the King.

Leonidas has heard enough and barks out.

Daxos breathes deep and returns to his frightened rant.

The Spartan warriors straighten to this news as if ice ·has been run through their veins.

j

battle is over, Leonidas.

The Spartan King turns his back to the Arcadian.

Daxos continues to plead his case.

By morning, the Immortals will surround us. The Hot Gates will fall.

His Warriors have already begun preparing their weapons, armor and bodies for their shared fate.

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.

The King snaps his response with a steel of character even his enemies admire.

Stelios holds out the reins for Daxos' horse.

My men will leave with me.

Daxos takes the loose reins in his hands.

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.

Stelios,Dilios, and Spartan warriors close in around theirKing.

The Spartans roar out.

SPARTANS I

Haaawooo!

The Spartans stomp the dry earth in unison, like a thundering pulse that runs through them all.

Leonidas moves in front of his men, reaching into their will and stirring their souls.

The warriors erupt, POUNDINGtheir shields and raising their weapons towards the star-filled blanket above.

Leonidas stands clearly in front of his brave men. His red cape lifts and floats with his every impassioned gesture.

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 reaches out to his Captain.

The Captain shakes his head slowly from side to side.

was what is best in me.

Leonidas embraces his friend for a moment.

The Captain nods softly.

The Captain looks into the flickering flames and back to his King.

The Captain's eyes search deep into the valley, to the Persian camp below.

Dilios nods his bandaged head.

Dilios and Leonidas stand on a rocky patch of land away from the rest. Dilios is confused, his face pleading with his King.

Dilios feels the weight of responsibility. His King's eyes are bright and clear.

Dilios shakes his head slightly. Leonidas letsthe moment stretch, then smiles at him. He squeezes his shoulder and, nodding, lets him go.

Dilios begins to turn and then slows.

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.

Leonidas takes hold of the wolf tooth, pulls the worn leather necklace over his tired head and hands it to Dilios without a word.

The storyteller turns, then leaves his King alone.

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.

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 look 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.

WE HEAR: The collective battle cry.

Angry, deep and full of reverence fortheir King.

Leonidas raises his spear and bares his teeth.

300 spears are thrust towards Heaven, helped up by a cry of defiance.

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 carvedpenetralia. 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.

The Loyalist bows slightly as Gorgowalks 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.

She shifts into the amber light that now floods through the windows.

The chambers quiet to her voice.

Gorgo moves slowly on the stage.

She looks to Theron, locking eyes with him until he pulls his contact away.

Theron leans forward, listening carefully.

Gorgo looks again to Theron, she points, just past him to a STATESMAN in the seats to her left. Theron relaxes.

The Statesman nods to his Queen. As she turns quickly to another.

A PARTISAN shakes his head softly, thinking of his young.

Gorgo turns again, using all caution with her words.

,.1 Mothers, daughters, sons, fathers.

' Gorgo takes a breath, centering her thoughts.

The Queen looks to the members of the council.

Gorgo walks slowly, building her strength.

The Queen delivers with all her conviction and passion.

WE SEE: Men lean together, some whisper into each other's ears, confidences are passed freely among them.

Theron watches as Gorgo has quickly made work of his room. He claps, slowly rising to his feet.

Theron rests his hands and scans the faces in the chamber in silence.

Gorgo turns to the arrogant voice.

Gorgo speaks to the seated audience with clear words.

A STATESMAN rises and calls out.

Gorgo shakes her head.

Theron begins to walk down to the stage floor.

Gorgo watches carefully as he descends the stairs.

Theron presses on.

Theron takes the stage from the Spartan Queen.

His voice BOOMSout into the chambers and ahush is leveled onto the listeners. Gorgo's eyeswide, stunned by his treachery.

Gorgo studies the room, quickly searching out friend or foe.

He narrows his attack.

The chambers go wild at his telling.

Two armed Spartan warriors now appear from a depression of the antechamber and flank Gorgo's left and right sides.

Gorgo's eyes burn with fire fed from the pit of her stomach.

The Spartan guard grabs her just as she swings.at Theron. Missing him, she spits in his direction.

They hold her back, as she pulls at their arms, struggling to free herself. The room watches, frozen by the spectacle before them.

she infects her son with her inglorious and shabby self.

{CONTINUED)

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.

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 leans down and whispers softly into Theron's ear.

She twists the short blade deeper into Theron.

TIME SLOWS:

Their eyes lock.

She remembers his cruelty.

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.

Persian archers climb down the steep cliff faces and settle their bodies in perfect positions to attack.

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.

The PERSIAN GENERALsteps forward.

The Persian columns build behind each other.

Leonidas says nothing as Ephialtes pushes his way through the Immortals and faces his once King.

Silence, save the heartbeat of the Spartans to his back.

Now carried on the back of Persian slaves, Xerxe.sand his throne are brought forth for the Spartan line to see.

Xerxes' throne rests completely and the Persian Lord sits knowing after days that he has the upper hand.

The Persian force continues to build on the horizon. Now thousands are displayed and rest at Xerxes' command.

Leonidas and his men are still, a solid wall of ragged warriors.

Xerxes waits the Spartan reply, both leaders defiant ·in their posture.

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.

FLASHBACK - EXT. PINDOS MOUNTAINS - NIGHT

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.

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.

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.

WE MOVEACROSS the battered shields of the 300. Clear eyes peer from bronze helmets.

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.

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.

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.

The moment is broken.

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.

FLASHBACK - EXT. SPARTANCOURTYARD

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.

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.

Leonidas, eyes closed, lets the faintest of smiles fade, then with head still down, calls...

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 a mighty throw. Xerxes bares his teeth in anger at the 'i defiant King. i

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 POUNDINGinto 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.

DILIOS (V.O.)

His target is far away.

The spear of Leonidas flies against the current of incoming arrows as the King cries out!

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 travels 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.alact, 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.

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.

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.

Each breath pain rising from within him.

Leonidas rises looking down at Stelios.

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.

WE HEAR: The HORN. Nesting birds take flight. Leonidas' lips move, a whisper of reverence.

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.

At the edge of the cit~. 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.

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.

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.

The faces of the Spartan gallery are riveted. This is the very reason why this room was built.

WE MOVE: SLOWLY ACROSS 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.

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.

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 DOWNON Leonidas, his body riddled with arrows.

We CONTINUE TO RISE UNTIL ...WE SEE: All of the fallen

WE SEE: The wounds have heeled. He wears a leather eye patch. Firelight and the blue ambience of dawn mix.

All around the fire now stand, ready for war, capes the * color of blood, helmets and shields surround Dilios.

Dilios begins to push through the Spartan warriors. They follow him from the fire.

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.

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.

WE HEAR: A collective cry answering Dilios.

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 turns back to the line of men. It disappears into * the distance on both sides of him.

Again he is answered with a thunderclap.

WE RISE: UP FROMDilios to reveal a sea of men stretching out over the rolling hills. Thousands upon thousands of Spartan shields blaze with the rising sun.

Dilios nods into his helmet. He takes hold of his spear and shield, melting back into the phalanx.

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.

His eyes narrow, his teeth clench. Muscle and will become one.

WE SEE: The Spartan wall of death coming in full run. Crimson CAPES SNAPPING behind them, the GROUND SHAKING.

Feet pound and churn the earth to dust and as it thunders TOWARD us, a razor-sharp spear tip just PASSES us, we TRAVELDOWN its length TO the Hoplites' eyes, full of hate, glinting inside bronze, and then a shield FILLS OUR VIEW.

L

THEEND