Open with a pan forward along the sea. We see the New York City skyline come into view. Fade to a bird's eye view over the city. Pan down to the centre. Fade to inside the centre. It's like any other day except Eve is at the juice bar and James is nowhere to be seen. Morgan comes marching in the centre and plops down on a stool drumming her fingers on the counter waiting for Eve to notice her. Eve looks up from a letter she's reading and gives a sad smile

Morgan - Hey!

Eve - Shouldn't you be at the office working on a case?

Morgan - Eve, you saved my life.

Eve - You're my friend and my family. You know this and you know you owe me nothing. Why are you really here?

Morgan - (smiles and shrugs) Things at the office are a little slow today. (looks around) Where's James?

Eve - He took the day off. His visions have been getting really intense lately. He's gone to see his Mom to help sort them out.

Morgan - You seem a little down. Are you okay?

Eve - (shrugs and hands the letter to Morgan) It's from Teresa. She's just giving me an update

Morgan - People still send letters? How old school.

Eve - Hey! There is nothing wrong with that. Besides, with everything that we deal with it's probably best it stays off the internet. (shakes her head)

Morgan - What's wrong?

Eve - Helena. She was a strong, vibrant woman. Everyone looked to her to lead and yet she was so easily thrown off her path and led the Amazons to near destruction in such a short time. Now she's catatonic in an asylum back in Europe.

Morgan - She didn't do all that voluntarily. She was possessed.

Eve - She was a disciple of Eli's teachings, devoted to following the way set out by Eleanor, a Messenger of Eli and yet a demon found something within her, a seed of destruction, it grabbed on and made the evil within her grow. Did she even try to fight it, did she even want to?

Morgan - Human beings are of two natures. You've said so yourself. That demon fed Helena's dark side, took her choices away.

Eve - (small voice) I'm afraid Morgan

Morgan - Of what?

Eve - A dark side lives within all of us. Sometimes I wonder that in this quest to beat Lucifer, my dark side is being fed and that I'll have to embrace it to keep his evil in Hell. I don't want to sacrifice my own soul to save millions but I can't see another way.

Morgan - You will never lose your way Eve. We'll bring you back; I'll bring you back.

Eve - I couldn't bring Helena back. I lost Danny, Danielle and Carrie. How can you help me when I couldn't help them?

Morgan - (sighs) Don't think like that Eve. Everything will be fine. Don't worry

Just then a woman with two young girls walks into the centre. Eve looks up and sees the woman sit down at a table with the two girls. Eve is shocked

Eve - (whispers)Alfidia?

Morgan - (looks at Eve confused) Who now?

Morgan turns to see who Eve talking about.

Eve - It's . . . it's her. Alfidia

Morgan - Your Roman guardian? So? (looks back to the woman who looks like Alfidia then back to Eve and whispers) Eve, come on, you know that's not her

Eve - (spaces for a moment but then is pulled back to reality) I know . . . it's just . . .wow.

The Woman laughs at one of the young girl's joke then hugs the young girl and kisses her on the fore head. Eve's eyes well up with tears but she hastily wipes them away remembering who Alfidia really was and not who Eve wanted her to be.

Eve - You're right. It's not her, not the Alfidia I remember anyway.

Eve grabs the letter from Morgan and retreats to the backroom as Morgan looks at her confused. Fade from this scene to a cemetery at night.

Morgan, Jeff, Craig, James and Eve go flying through the air and land hard on their sides on the ground. In pain, they look up. Cut to four pairs of feet on the ground. We pan up to see Danny, Carrie, Danielle and the Masked Figure. Eve and the others hastily get up, ready for another attack. Suddenly, the Masked Figure and her gang split up and run away in different directions.

James - I've got Carrie (runs after her)

Jeff - (running off after Danny) I'm following Danny!

Morgan - (twirls her axe around and sneers a little) I'll take Danielle

Craig - (looks to Eve) I guess that just leaves you and me to go after you know who.

Figure - (voice) No need!

The figure comes flying through the air with a roundhouse kick and kicks Craig in the face knocking him out. She looks down on him and then speaks to Eve

Figure - I hope he wasn't your protege cause you're not teaching him very well. Although, how can you teach what you've never mastered?

The figure attacks Eve. The figure punches Eve twice in the face then punches her in the stomach. Eve reacts quickly and throws a punch but the figure ducks. However Eve uses this small opening and kicks the figure in the stomach. The figure stumbles back stumbles back. Eve swings around with a roundhouse kick kicking the figure in the face. Eve gets into a defensive stance and approaches the figure again but the figure swings around and punches her six times in the face then thrusts the palm of her hand into Eve's throat. Eve stumbles back coughing . The figure then sends a massive uppercut to Eve's chin sending her flying on to her back. Eve propels her self up on to her feet. Eve see the figure run and jumps up high in the air. Everything slows to slow motion. Eve lifts her foot up high to kick the figure down but the figure flying through the air kicks Eve's leg out of the way and thrusts her other foot into Eve's face knocking Eve back with such force that Eve flips back on to her face.

*Flash*

Livia and Alfidia are in a training ring in training clothes. Alfidia jumps up high in the air. Livia lifts her foot up high to kick Alfidia down but the Alfidia flying through the air kicks Livia leg out of the way and thrusts her other foot into Livia's face knocking Livia back with such force that Livia flips back on to her face.

*End flash*

The figure slowly walks up to Eve. Eve slowly looks up with shock. The figure is about to attack Eve.

Craig jumps up and shouts an incantation. A burst of fire comes from Craig hitting the figure in the chest. She gets up patting the fire out and then runs off. Craig runs over to Eve and helps her up.

Craig - Are you alright?

Eve stands up looking at the figure running off in the distance her eyes still wide from shock

Eve is sitting in her bedroom. She is alone staring blankly out the window. We pan inward towards Eve's face slowly as thoughts are running rapidly through her mind.

Alfidia - (voice in Eve's mind) You are an orphan of no notable heritage but you can turn yourself into something that is not only loved and admired but respected and feared! Never give up. Never surrender. Fight for what you want by any means necessary.

We close in tightly on Eve's eyes. Eve blinks

*Flashback*

And suddenly her blue eyes are younger. We pan out to find a young sad Livia in Ancient Rome. We pan farther out to find her playing in the dirt with some spiders by her self in front of a stone orphanage. There are some other children running about in the yard but all ignore Livia. Pan out to see a man and woman looking at the orphanage from a distance. Pan around to their faces. It is Augustus and Alfidia.

Alfidia - The one by the wall? Her?

Augustus - Yes.

Alfidia - Why?

Augustus - I have received reports that she is being mistreated. The mistress of this orphanage is one of the best tutors in the Empire but she dislikes Livia. She does her best to hide it when I make personal visits but behind closed doors . . . . The poor child

Alfidia - But why do you want me to train her?

Augustus - She is very smart. She excels at all her studies, knows several languages and has all the training of a proper Roman lady but she is meant for more. (turns to Alfidia) You've had the best training in all the Empire. You were raised by a general of the 13th legion, you're mother was an Amazon, you were trained as one! You can teach her to become a warrior. We've known each other a long time and I would trust her to no other than you.

Alfidia - I only do this because it is you that has asked but what is so special about this child? Why the interest?

Augustus - Livia has a very interesting heritage. She is very special. I promised I would keep her safe. I intend to keep that promise and do what her mother could not.

Fade to later in the day. Livia is still playing with a couple of spiders. A shadow appears over her. Livia looks up and sees Alfidia standing over her. Alfidia smiles a little.

Alfidia - Hello Livia.

Livia stands up and smiles shyly looking down at the ground

Livia -Hello

Alfidia - (gently tilts Livia's chin up to look her in the face) You have promise but no pride.

Livia - I have nothing to be proud about.

Alfidia - The Emperor says you have a power none of the other children could ever know. Learn to harness it and you would never feel shame again.

Livia - (surprise)The Emperor?

Alfidia - (looks at the group of spiders) What are you doing?

Livia -(sits down again) Playing with the spiders. I like spiders

Alfidia - (kneeling down with Livia) Do you know what I like to do with spiders? (slams her hand down on one of the spiders) Squash them down.

Lucricia - You there! What are you doing? Who are you?

Alfidia - (looks to the Lucricia then back to Livia who looks scared) That woman is a spider. She must be squashed.

As Livia and Alfidia stand up the Lucricia grabs Livia away.

Lucricia - Livia! Get inside you wretched child! (to Alfidia) Who are you anyway? This is private property!

Alfidia grabs Lucricia's arm and twists it. Lucricia lets go of Livia and winces in pain whimpering. Alfidia lets go and Lucricia rubs her arm trying to ease the pain.

Alfidia - I am Alfidia a representative of the Empire. I have come for Livia by order of the Emperor.

Lucricia - But she is the bastard child of a Greek peasant!

Alfidia - (backhands Lucricia who falls upon the ground) The Emperor does not share your views on the matter. I am taking this child and you would do well not to interfere or the Emperor will have your life. (walks over to Livia) There are two types of people in this world those with power and those without. What do you want?

Livia - I want to be like you!

Alfidia - (smiles proudly) Come along then

Livia smiles and takes Alfidia's hand. Alfidia is startled. She wiggles out of Livia's grasp and just pats her hand

Alfidia - Such affection is not appropriate for people like us Livia.

Livia nods and follows Alfidia. Pan down to the squashed spider.

Ten Years Later

Fade to 10 years later. Pan up from the ground where the orphanage is on fire. An older Lucricia runs out, her garment on fire. She is screaming. She falls down patting the fire out. She looks up to find Livia, grown up and in full Roman gear.

Livia - Hello little spider!.(kicks her in the face) This is for the beatings! (kicks her in the face) This is for the insults (kicks her again)And this is for defying me! (Livia brings her sword down and kills Lucricia)

*End Flashback*

Cut back to present as Eve is jolted out of her thoughts. She shakes her head and walks out of her room through the living room of her apartment to the kitchenette. She grabs a teacup and puts a herbal tea bag in and then fills up the kettle and puts it on the stove turning it on. Eve turns and looks out the French doors. We pan toward and up to the sky.

*Flashback*

We pan back and find we are back in the past in a modest room with young Livia. Tears are falling silently down her face as she gets into her training clothes. Alfidia walks into her room unannounced and tosses Livia a staff. Livia catches it but clumsily. Alfidia sees her tears.

Alfidia - What's this?

Livia - It's . . . It's nothing

Alfidia - Come now Livia you must trust in me. What troubles you so?

Livia - Sometimes I think I can remember my mother. I can remember what it feels like to be lo . . . .to be in her arms. I miss that

Alfidia - Then push it out of you mind. You don't need that distracting you. It is a weakness and if one should find out they will use it against you.

Six years later

Fade to six years later in a training ring. Livia and Alfidia are training. Alfidia is training hard and fast with a sword. Livia is blocking all shots and strokes effectively. She spins around and kicks Alfidia in the stomach. As Livia spins around again lifting her foot up to kick Alfidia again Alfidia bends low and kicks Livia's foot out from under her. Before Livia knows it she is on the ground with a sword pointed at her neck.

Alfidia - Take advantage wherever you find it Livia. Mind your surroundings. The right moment can be used to bring you to power. When you are in control you have the power.

Two years later

Cut to two years later in the palace. Livia is gathering some weapons and is ready to head out of her room when Alfidia barges in blocking her way.

Alfidia - Where do you think you're going?

Livia - Get out of my way.

Alfidia - Gods, Livia you are so transparent. I know you've heard about Tao An and her involvements in cults and dark magic.

Livia - We drove her to that! I have to go to her and make it right.

Alfidia - People make their own choices and Tao An made hers. (sighs in exasperation and grabs Livia by the shoulders shaking her) We did it for your own good! Do you see where we are Livia?! We are in the palace, I . . . we have Augustus's ear. We finally have power!

Livia - We? Or You?

Alfidia - (her eyes narrow and gets in Livia's face) You are what you are because of me! If you want to get anywhere in the palace, do as you're told. Do not go after Tao An

Livia throws her weapons at Alfidia and pushes past her.

Fade to a eighteen year old Livia in the training ring at the palace. She is training with five Roman Soldiers. They form a circle around her. One soldier attacks Livia but she leap frogs over him then runs up Soldier two and flipping backward kicking him in the chin. On the flip backward she kicks Soldier number one down again which propels her to flip forward to land on her feet.

Soldier number three runs at Livia and she chops him with both hands in the stomach causing him to double over, she hits him on the back making him fall to his knees. Soldier one and five attack her and she jumps up and split kicks them back and as Soldier two and four run up on either side to attack her Livia repeats the previous move before landing on her feet. Livia then runs up to Soldier one and jumps up and kicks him in the chest with both feet. He flies into a wall . Soldier number one is knocked out.

Four are left. From the kick Livia has landed on her back. She propels herself up then runs over, she spins around evading one soldier and hits him in the back is propelling him onto the ground. She kicks Soldier number four in the stomach then spins around and kicks Soldier two in the face with the other foot. Soldier number three attacks her again but she blocks one of his punches then kicks him three time in the stomach then spins her foot over his head and kicks him in the back. He hits his head on the ground and is knocked out.

Soldier two and four are left. Livia jumps up high and spins her foot around and kicks them both in the face then spins her other foot around and kicks them both in the face again knocking them both out. Number Five looks scared as he is the only one left standing facing Livia. .

Alfidia and Augustus are watching her from a window in the palace that overlooks the ring.

Augustus - Look at her! She's magnificent. She's beaten my best soldiers! Your training has been invaluable. I'm going to make her my Commander of the Legions. She will be a Champion of Rome!

Alfidia - I don't think she's ready to be involved in the expansion of the Empire. She should be tested.

Augustus - Well, I do have some issues in Britannia that need to be taken care of. I should send Livia there with a legion. It will give her some experience and it would be a test of her ability.

Alfidia - And what of me, my Lord? Now that my task is done will you send me away to train another?

Augustus - Alfidia you have been a loyal friend and companion over the years. None are more welcomed in the palace than you.

Alfidia - (smiles)I shall inform Livia of your decision.

*End flashback*

A whistle blows and startles Eve out of her thoughts. We are back in the present. Eve is in the kitchen with the kettle whistling. Eve takes the kettle off the stove.

A knock comes at the door. A few moments pass without Eve acknowledging the door. It opens and Craig pops his head in looking around . He finds Eve pouring her tea. He nods to Morgan Jeff and James who are waiting outside the door behind him. They all walk in. Morgan Jeff and James walk in and sit down on the couch. Craig just sits at the kitchen table looking at Eve who is stirring her tea. She avoiding all their looks.

Craig - (breaks the silence) So you want to tell us what last night was about. The way you acted has got us thinking you know who we're dealing with

Eve - (softly) I never mastered the move She used on me last night. Someone taught me, but I never learned.

Craig - What?

Eve - Alfidia taught me that move but the figure is not her.

Morgan - How do you know?

Eve looks at Morgan sadly and looks back to her tea. We pan to the right as the apartment fades away.

*Flashback*

We fade to the palace. Livia barges in after being in Britannia for months. She throws her helmet down and throws her sword away and rips off her cape. She storms into her room and slams the door. She flips a table over and pushes over statues in her room.

Alfidia - That's mature.

Livia turns around swiftly with anger flashing in her eyes and quickly picks up a vase and throws it at Alfidia's head. Alfidia dodges to the side and looks at Livia with a bored look on her face.

Alfidia - You never did know where to direct your anger when you failed a task.

Livia - Get out!

Alfidia - I don't think you are quite ready to be Champion of Rome. Lucky for me the Emperor still wants me around whether your training is done or not. So it doesn't really matter to me anymore.

Livia - GET OUT!!

Alfidia smiles smugly and walks out of Livia's room closing the door behind her. Livia takes a deep breath and lets it out slowly. She senses something. She casually walks over to a table and picks up a small dagger. Swiftly the turns around and throws it through the curtain that leads to the balcony. A dark figure appears behind the curtain. A tall, light haired, bright blue eyed man in black leather comes out from behind the curtain with the dagger in his hand. He quirks an eyebrow. He tosses it back to Livia who catches it but looks at him with dark eyes. She grits her teeth

Livia- Who are you and what are you doing in my room?

Man - My name in Cyncus. I'm a warrior much like you but also a faithful follower of Ares

Livia's eyes narrow slightly she lets down her defence slightly and lifts her chin to show she is listening now.

Cyncus - (enters farther into the room) And I come to you with a proposition.

Livia - And that is?

Cyncus - Despite a small defeat by the rebel Irish princess you were able to subdue a country of natives. They fear you now and they fear Rome. You were also able to manipulate not only a Scottish warrior but the war Goddess Cathain. That is not easily done. Needless to say Ares is impressed. He has sent me to you with an offer . . .to be his protege.

COMMERCIAL

Livia laughs as Cyncus circles around her.

Livia - Do you think I really believe you? Why doesn't Ares just come here himself?

Cyncus - Ares doesn't appear to just anyone.

Livia - Ares trusted me enough to come to my bed in Britannia.

Cyncus - That was pleasure, this is business. You have potential Livia but Lord Ares needs to know if you are worthy to become his successor.

Livia - (scoffs) And why would I want to be his successor?

Cyncus - Because of the privileges and advantages that come with being in the trust of a God especially one such as Ares. He can give you what you truly want

Livia - (smirking) And what could he possibly offer that I don't already have?

Cyncus smirks before whipping around and trying to punch Livia. Livia sidesteps the punch and blocks it. He throws a series of punches and chops at Livia but she dodges, sidesteps and blocks all of them. Livia throws a kick which Cyncus blocks. He jumps up and tries to bicycle kick Livia but she jumps up with him and blocks the kicks. Both throw a series of kicks that the other blocks with a kick of their own. Cyncus throws a roundhouse kick which Livia ducks and spins around throwing out a roundhouse of her own and kicks Cyncus in the face. Cyncus spins around with the kick and punches Livia in the face who flips backward with the punch.

Livia looks up and grits her teeth and throws a series of punches and kicks all of which Cyncus successfully blocks. One punch Livia throws too far as Cyncus sidesteps it and flips her over but Livia lands on her feet, spins around and punches him in the chest which sends him stumbling back a few steps.

Livia jumps up and tries to bicycle kick Cyncus but he blocks the kicks. As Livia lands she throws another series of fast jabs to his face but he blocks all of them. He uses and opening to jab Livia in the throat. Livia jumps back stunned.

At this moment Cyncus punches her in the chest that slams her back up against a wall. As Cyncus moves to punch her in the face Livia moves her head to the side making Cyncus punch the wall. Livia then grabs Cyncus by the head and slams it into the wall the spot where he punched. As he turns around Livia moves to attack but Cyncus puts his hand up motioning her to stop.

Cyncus - Good! Improvisation and adaptation. You know how to take advantage of a situation manipulating it into what's best for you.

Livia- So?

Cyncus - See the advantage here Livia. Prove yourself and you can have all that you desire.

Livia- And if I refuse?

Cyncus - (steps back and shrugs as he walks back to the balcony) It's your choice really. Here you are just instrument in someone else's plans. But you could be the most powerful woman this Empire has ever known.

Livia - (crosses her arms and scoffs) And how does one go about achieving that?

Fade to Livia and Cyncus outside Augustus's bedchambers. The door is ajar slightly. Inside there is laughter as Alfidia pushes Augustus on to the bed. She crawls on top of him and begins to kiss him passionately.

Cyncus - This is what has been going on while you were away.

Livia - Bitch

Cyncus - She is the one with power because she is the closest to him. You must usurp her position

Livia - How?

Cyncus - Show the Emperor you understand him and his dreams . . .

Fade to the next day. Livia and Alfidia are holding council with Augustus.

Alfidia - It was a waste of a trip! After all that war with the natives a rebel Irish princess restores hopes.

Augustus - What of Isolde now?

Livia - After avenging the fall of her lover she killed herself to be with him

Alfidia - Pathetic.

Livia - It was not all a waste. I have gathered valuable information. The natives of that land are a formidable enemy. They will regroup in the North but in the south the Roman British settlements are quite content. I suggest putting up a wall that would protect the South from the fighters in the North. I also would recommend unions between Romans and British women.

Alfidia - Mix bloodlines?! That's outrageous!

Livia - Britannia would be susceptible to rulers and governors who are like them even if only half. By having half roman and half British governors we have a link, a way to bridge the gap between cultures. Having families of mixed bloodlines at the settlements would make Britain easier to control

Augustus - And without the use of wars! This idea had merit. The Pendragon family have an interest in Britain, I will make them the first to put this plan to test. You've really thought about this Livia. I had no idea you had such keen intellect.

Livia - (looks at him with doe like eyes) Rome is very important to me, as is the welfare of all her people across the empire. I believe in your dream of Pax Romana. I understand.

Augustus looks at Livia with such warmth he caresses her face lightly and Alfidia looks unnerved by this affection.

Fade to a room filled with dark weapons and lush red tapestries. In his black leather Cyncus stands looking pleased.

Cyncus - You were right. She's good. I haven't seen anyone like her since . . .

Cyncus puts a hand to his throat suddenly as he finds he is being choked. We pan out slightly and see a jewelled gauntlet on the wrist of a hand making a choking gesture. The hand relaxes and Cyncus drops to the ground gasping for air

Cyncus - Forgive me Lord Ares I meant no disrespect. (he stands up again) Livia is desperate for attention. She will be easy to control.

Fade to the next day in the arena. Cyncus and Livia are sparring with swords. Livia is spinning around attacking with her sword while Cyncus is blocking every strike. However Livia keeps striking until she eventually knocks the sword right from his hands. Livia holds her sword to his throat. He relents holding his arms out in surrender.

Cyncus - You're like a wasp, striking until you sting, no mercy!

Livia - Mercy is a refuge for the timid.

Cyncus - Did Alfidia teach you that?

Livia puts her sword down disgusted with the turn of conversation

Cyncus - (smirks). She's right. Compassion can be made to serve your enemies. Honour is an illusion, just like love. They are only words made up to make us feel weak

Livia - Yeah? And what about words like loyalty and respect?

Cyncus - You're having second thoughts about usurping Alfidia's position?

Livia - I'm . . . She saved my life. She's taught me everything I know.

Cyncus - You owe her nothing. And what kind of student would you be if you didn't take what she taught you and put it to good use. Don't be blinded by your loyalties. All you're really doing is rearranging the world order. and as of right now, Alfidia still has a large amount of control.

Livia- She shares Augustus's bed. So what?

Cyncus circles around Livia and comes behind her snaking his arm around her waist and pressing his hand against her stomach, pressing her back against him. He whispers into her ear

Alfidia - Any woman who has a man's bed will often have his power. Men will agree to almost anything while in heat.

Livia - (huskily) Including you?

Cyncus smirks and laughs a little as walks away from Livia to sit down on the stone step . He takes out his water pouch and drinks from it.

Cyncus - You should be seducing Augustus not me. I told you, you need usurp Alfidia's position

Livia grimaces at the thought of seducing Augustus.

Cyncus - (quirks and eyebrow) You have the stomach to kill a man but not seduce one?

Livia - He's . . .he's been sort of . . . well . . . he's old!

Cyncus - We all must make sacrifices

Livia - And what sacrifices have you made!

Cyncus - (sneers) Don't pretend you know anything about me. I didn't get to this point on a whim! I have suffered and sacrificed much. I had a family once.

Livia - (sits down beside him) What happened?

Cyncus - Preachers of Eli. In our village those preachers encouraged all familes to give up all their worldly possessions, making them beleive that living in squalor would allow them to be closer to Eli. Meanwhile the preachers prospered as they collected all their followers wealth. When my father wanted out, wanted more, we were excommunicated.

Eve - That insipid relegion robbed your family of your pride and wealth?

Cyncus - In every village a follower of Eli was lurking, preaching words of love turning people from the gods, persuading them to follow that cult and we were shunned, starved and beaten because we chose not to. When my father finally stood up to one of the preachers he was killed, not by the preacher but by the ones who followed his message. My mother died of grief. I was left alone until I was taken in by the priests of Ares and brought up as a warrior.

Livia - So why don't you just raise an army and kill the Elijians?

Cyncus - They hide amongst true Romans spreading like a sickness. They spread heresy and lies through all the Empire. If I go into every town with an army killing every one just to make sure I get all of them . . . I'd look like some common thug.

Livia - What can you do then?

Cyncus - There is nothing I can do. But you . . .what are you prepared to do?

Livia - Me?

Cyncus - I love Rome but I can't change the path its on. Followers of Eli are against everything that is Roman including the Gods and as the message spreads more Romans will abandon Rome and you.

Livia - (whispers) Like my mother

Cyncus - What?

Livia - I won't let that happen!

Cyncus - Then you must take power. Starting with Alfidia. You must seduce Augustus

Livia - How?

Pan in on Cyncus's face as he smirks

Cut to Cyncus and Livia. Cyncus slams Livia up against a wall in her room. She smiles and gasps in pain and pleasure as he grinds against her. Livia rips off his shirt and kisses him fiercely. He sets her down and rips off her training clothes leaving her in her red undergarments. He slides down her kissing between the valley of her breasts down to her stomach. We pan up to Livia's face as she sighs contentedly. Suddenly she grabs Cyncus by the shoulders turns him around and slams him against the wall. She licks his earlobe and kisses his neck.

Cyncus - (he smiles and growls with passion)You are a very good student Livia

Livia - You are a very good teacher

They both laugh as Livia pulls him out of sight .

*End Flashback*

Fade to present day in Eve's apartment. Pan over to James who is looking out the window. He is looking jealous.

James - So you two had a relationship?

Eve - (sitting at the table across from Craig looking at her tea) We had an arrangement.

Morgan - Do you think it's true? What Cyncus said about Eli and his followers?

Eve - I don't know. Ares could have filled his mind with stories manipulating him to go after the followers of Eli. And yet every religion has it zealots. Those who are corrupted by power use it to further their own needs. Those individuals are not of those they claim to serve. Yet they set a standard and the whole religion becomes tarnished and all those who truly follow the path are tarred with the same brush.

Craig - Cyncus sounds pretty badass.

Eve - Cyncus knew exactly how to manipulate me. I was left ripe to be controlled by Ares. He found someone to destroy the followers of Eli for him. I was so desperate for love and attention and so twisted by all the lessons and ideas that were fed to me.

Jeff - Do you think Cyncus is Lucifer's protege?

Eve - No, but he was definitely Ares protege. Actually I take that back. Cyncus was a pawn and he died for Ares' cause.

Pan away from Eve

*Flashback*

Fade back to Ancient Rome during the night. We pan around the palace gardens where Alfidia is talking with Augustus.

Alfidia - What have you done?

Augustus - Done? What are you talking about? She's incredible thanks to you.

Alfidia - You've had me replaced!

Augustus - She's . . . . well she's surpassing you Alfidia. I've chosen a tutor who will refine her mind in war and politics to help her in her new position.

Alfidia - You made her a Champion of Rome without even consulting me if she was ready!!

Augustus - Cyncus said she was ready. With a little refining she will be ready for her next mission.

Alfidia - She is my student! My protege! I taught her everything and you listen to that Roman wannabe!!

Augustus - Alfidia please. She can bring this Empire together, she can help me achieve the dream I have always wanted for Rome.

Alfidia - You fancy her don't you?

Augustus - (rolls his eyes) Alfidia don't be petty. You should feel proud. Livia is a product of your making.

Alfidia looks away feeling uneasy at that comment

Augustus - But this isn't about you. This is about the Empire and Livia will be good for it.

Alfidia - Do you care anything for me anymore?

Augustus - Of course I do but Livia cares about the Empire and so do I. She understands.

Augustus walks away from Alfidia. Alfidia is looking furious. She paces so furiously not knowing what to do with her self. She looks up suddenly.

Pan up to the balcony of Livia's room. There Cyncus stands in a loose robe after a hard night with Livia. He is smirking for he appears to have been watching the whole scene. Alfidia narrows her eyes at him and storms back inside the palace.

Among the curtain blowing in the wind a shadow appears. Cyncus senses this. He grabs his wine goblet from the ledge and takes a sip calmly. He does not turn around but he speaks to the figure.

Cyncus - Livia is ready to take the next step Lord Ares. She may be the one to destroy the Elijians but she will need something, something to push her over the edge.

COMMERCIAL

Open with a pan around the palace. The sun is shining in the large balcony window as Livia, Alfidia and Augustus are eating breakfast, Augustus is at the head of the table while Livia and Alfidia are across from each other. Livia smirks at Alfidia as she takes a sip from her goblet. Alfidia just glares at Livia. Augustus who is too busy reading scrolls fails to notice the exchanges between Livia and Alfidia.

Augustus - These reports are very disconcerting Livia. The Elijians have always been peaceful and now your commanders are sending reports of corruption throughout the Empire.

Livia - I'm just as surprised as you are. In every village there are followers of Eli preaching their words, turning people from the gods, Roman gods. Once they have taken over the village those who do not wish to follow this cult are shunned, starved and beaten. They are threat to the peace and unity of Rome. If we indulge them and let them persist we could have a rebellion, a civil war.

Augustus - What do you suggest?

Livia - Cyncus and I are working on that. Just leave it to me. (smiles sweetly)

Augustus - (smiles and takes Livia's hand, he nods satisfied) I trust you Livia.

Alfidia throws her napkin down on the table and storms off.

Livia - (feigning innocence) What's wrong?

Augustus - Don't worry yourself with it. Just concern yourself with the Elijians. Capture, detain, question but do not kill. We are a civilized society.

Fade to Augustus at night. He is in his room looking out the balcony at the night. He looks down to see the soldiers come in bloody and beaten. He is about to storm out of his room when Livia enters. She is looking worn and bloody. Augustus rushes over to her and catches her before she falls.

Augustus - Livia! By the Gods Livia what happened?

Livia - The Elijians! We went into a village to question a few of them. We were about to take them in when we discovered the warlords. They were gathering an army! They were making deals with warlords planning to storm the palace and take over Rome. They claimed they were going on a holy crusade to cleanse Rome of its evils!

Augustus - (shocked as he helps Livia up and sits her on the bed) But that's treason!

Livia- I know but we captured them, all of them. We'll question them and see if there are any more plans.

Augustus - Yes do what you must and then sentence them. I will not have corruption and treason in Rome.

Livia - And we must stop those who would threaten it. What do you think the sentence should be?

Augustus - (sighs and looks ashamed to say it) Death. It must be death.

Livia - (puts a hand to his face and gently caresses his cheek) I don't like it anymore then you do but we must protect Rome and the Gods she honours. We must protect your dream.

Augustus - Our dream.

Livia - Yes.

Augustus - (takes her hand and kisses it as he gazes lovingly into her face) You are incredible Livia. You are everything I knew you could be. I have seen you grow into a beautiful young woman. So beautiful (strokes her hair)

Livia - (shies away a little) Don't. I'm a mess

Augustus - No, you are a champion.

Augustus leans and kisses her. Livia accepts the kiss. She grimaces a little but then grabs on to his robe and pulls him in closer.

Pan over to Alfidia who is looking through a crack in the door. She is breathing heavily and shaking with anger, fire in her eyes. She turns around and storms off.

Fade to the next day in the training ring. Livia and Cyncus are sparring.

Cyncus - Your plan worked!

Livia - Our plan and you'll have to teach me those moves, the ones that had your army give mine a good beating. But now Augustus believes "his Rome" is threatened. He has sentenced that village of Elijians to death! That was quite the lie we told I hope it doesn't backfire.

Cyncus - Even if it didn't really happen in that village, a holy crusade is probably being planned in another. We can stop it before it starts. We can exterminate all the followers as traitors to Rome and the Gods "she" honours. (looks directly at Livia) As traitors to you and the Gods you honour.

Livia smiles proudly

Alfidia -(voice from behind) You keep filling her head with such notions it will become so big she'll fall off her horse under the weight of it.

Livia turns around and looks to Alfidia who is in her training clothes walking down the steps.

Alfidia - I'm sure your training has helped her Cyncus but I believe that Livia has become much too arrogant for her own good. I think I have to take her down a peg or two. Keep her own her toes, keep her focused, and remind her of her place! Remind her she is nothing especially without me!

Livia breathes heavily trying to control her anger. Cyncus comes up behind Livia.

Cyncus - Use it Livia. Use your anger. Do not listen to her. You are Rome and she defies you, you must crush all who defy you!

Livia swings her sword around and stands in a defensive position. Alfidia smirks and also gets into a defensive stance, ready to strike. Alfidia swings her sword around but Livia quickly dodges out of the way of the swipe. Livia gets up, swings around and kicks her in the chest. Alfidia takes another swipe at Livia which Livia ducks but Alfidia is faster and swipes at her again. Livia kicks Alfidia in the stomach then flips backward five times. Alfidia is close on her heels. Livia flips backward and grabs a chain and shackles that was left from a previous gladiator fight.

She grabs Alfidia's arm with the chain as Alfidia strikes. Livia flips her over. Alfidia gets up and tries to strike again but Livia traps the sword within the chain. They tug and pull until Livia spins them both around in the air. They both land on their feet. Alfidia spins around and attempts to strike but Livia traps the sword in the chain and pulls the sword from Alfidia's grasp. Livia then punches Alfidia in the face making her stumble back. Livia then jumps up high and bicycle kicks Alfidia in the chest. Alfidia stumbles back and looks at Livia with angry eyes.

Alfidia jumps up high in the air. Livia lifts her foot up high to kick Alfidia down but the Alfidia flying through the air kicks Livia leg out of the way and thrusts her other foot into Livia's face knocking Livia back with such force that Livia flips back on to her face.

Livia looks up at Alfidia who is smiling.

Alfidia - You will never be able to defeat me. I made you. I can break you. That's how the world works.

Livia runs up and flips over Alfidia but as she flips over she grabs on to Alfidia and flips Alfidia over on to her face. Livia propels herself back up grabs Alfidia's sword and holds it to Alfidia's neck.

Cyncus - (surprised) - Nice move!

Cut back to Alfidia who looks up at Livia both stunned and shocked.

Livia - Welcome to the new world. Now get out of my face.

Alfidia stumbles to get up and runs out of the training ring. Cyncus runs up to Livia

Cyncus - What are you doing? You should have killed her!

Livia - Augustus wouldn't stand for that. He would never trust me if I just killed her. Our plans might have been ruined.

Cyncus - She will ruin them if she stays alive. (sees something in Livia's eyes) Do not tell me you feel compassion for this woman just because she raised you. She used you!

Livia - I . . . (brushes it off and puts her arms around Cyncus and tries to kiss him) What do we need any of them for? You and I . . .we could just leave

Cyncus - (pushes her off) Is that really what you want? You leave now and the Empire will never be yours

Livia - I don't need the Empire. I just need you.

Cyncus - Love and affection is not for people like us! Leave now and you will lose everything you have worked for. You'll just be another peasant. No better then an Elijian.

Livia throws down the sword at Cyncus' feet and runs off. Cyncus sighs.

Fade to later that night in the Gardens. Cyncus is looking up at the balcony of Augustus's room where Augustus is comforting Livia. He holds her in his arms stroking her hair. Pan back down to Cyncus who is nodding. He walks away but stops when he hears a rustling in the shadows by the bushes.

Alfidia - (as she steps out of the shadows) You've ruined everything!

Cyncus - (smiles and turns to her) You made her. You should be proud. There is no greater reward for a teacher then when the student surpasses them. I just gave her a little direction because now she is working for a greater purpose instead of yours.

Alfidia - What do you get out of this?

Cyncus - This isn't about me. This isn't about you, Livia or even Rome. This is about the Gods.

Alfidia - You think I don't serve them?

Cyncus - You serve yourself. The Gods are dying Alfidia. Livia is the instrument that will ensure their survival. We all must make sacrifices. I will do my part.

This angers Alfidia once again. Cyncus knows what's coming and turns his back turns his back to Alfidia and closes his eyes. Alfidia takes out a knife and plunges it into his side. She turns him around and plunges the dagger into his chest. He spits out blood. He drops to the ground and yells out. Alfidia realizing what she has done suddenly looks scared.

Cyncus - (strangled cry) HELP!!!

Alfidia looks up to the balcony where Livia and Augustus run out. Alfidia runs away and back into the shadows before she is spotted. Cyncus drags him self into the light. Livia sees him.

Livia - CYNCUS!!!

Livia runs back into the room. A moment later she runs into the gardens over to Cyncus. She pulls him up so his head cradles in her lap and she is holding him in her arms. She puts her hand over the wound to try to stop the bleeding. She is crying

Cyncus - (takes her hand away) No . . . don't bother. It's too late for me now.

Livia - Who did this to you?

Cyncus - Alfidia.

Livia - What!?

Cyncus - She's . . . (struggling to keep alive)She's an Elijian. She wanted power so she could convert the Empire!! She's one of them!

Livia - No!

Cyncus - All the evidence is in her room. I suspected her and I found it.

Livia - (crying) Don't leave me!

Cyncus - Livia . . . I lied before . . . I do . . .lo . . .

Cyncus stops talking as his eyes go blank his head rolls to side as his life slips away. Livia collapses crying on his chest. She cries for a moment and the lifts her head. She is shaking with anger and her eyes are dark.

Fade to Alfidia's room. Livia is there with Augustus as the soldiers are rooting through the room.

Livia - Hidden away. Symbols and shrines to Eli. Scrolls and plans on how to infiltrate the palace. She was going to get you to name her your successor then kill you so she could convert the empire.

Augustus - I can't believe this! I have known her all my life and I have never known this side of her! Why would she do something like this?!

Livia - To get power. How do you think I feel? She's been using me to get to you all these years. Think how she's tried to prevent me from becoming Champion, how she hated Cyncus for training me, how she reacted about news about the Elijians. She has committed treason.

Augustus - Are you sure about this Livia?

Livia - The evidence is all here. The Elijians are a threat to the Empire. We must stop all of them. We must wage war if we want peace.

Augustus - (nods) Do what you must!

Cut to several soldiers bursting through the door of a Roman villa. Alfidia stands up shocked and the guards take hold of her. Livia walks in her Roman armour. She walks up to Alfidia.

Livia - With warrants out for your arrest I'm surprised you'd return to your old home.

Alfidia - Why should I hide? I've done nothing wrong!

Livia - You've committed treason and murder. We found all the evidence in your room at the palace.

Alfidia stops struggling. She looks at Livia with some sadness

Alfidia - Have I really been so awful to you that you felt you must do this to me?

Livia - (softly) No

Alfidia - (realizes something) I suppose using you to get what I want had to come with a price.

Livia - This isn't about you, not anymore. You did so much to get me where I am and I am grateful. But now you're just in my way.

Alfidia - You are destined for great things Livia. I will do my part in making sure it comes to pass Congratulations Livia, you have become more then I ever could have predicted. You should be proud. I am.

No one knows what it's like
To be the bad man
To be the sad man
Behind blue eyes

Fade to Alfidia being dragged out of her home by the soldiers. Livia follows solemnly behind. She remembers the past

No one knows what it's like
To be hated
To be fated
To telling only lies

A montage of scenes flash by where Alfidia is teaching a young Livia how to use a staff and a sword. Alfidia showing Livia maps of the Empire. Alfidia and Livia eating lavish meals, Alfidia dressing Livia in Roman garments and Alfidia and Livia playing chess

But my dreams
They aren't as empty
As my conscience seems to be

A montage of scenes flash in Livia's memory where Alfidia beats Livia in combat, where she slaps her and where Alfidia is visibly putting Livia down and sneers at her.

I have hours, only lonely
My love is vengeance
That's never free

In the rain Livia watches as Alfidia is being crucified

No one knows what it's like
To feel these feelings
Like I do
And I blame you!

Alfidia is up on the cross looking down at Livia as life slips away. She nods at Livia knowing what has to be done

No one bites back as hard
On their anger
None of my pain and woe
Can show through

Livia watches as Alfidia dies on the cross. Livia grips her sword

Livia - I will take vengeance on all who would defy me and on all who will not love me

But my dreams
They aren't as empty
As my conscience seems to be

Livia looks down on a spider crawling on the ground and she crushes it with her boot

Livia - Now for the Elijians

I have hours, only lonely
My love is vengeance
That's never free

Livia turns around and sees a sword (recognized as being the one both Livia and Varia had bared) being held out to her by hands bearing jewelled gauntlets.

Livia - Ares.

No one knows what it's like
To be the bad man
To be the sad man
Behind blue eyes

*End Flashback*

Fade back to present day Eve is looking out the window of her apartment. Craig is sitting the couch now looking down. Morgan and Jeff are looking worn by the tale and James is still uncomfortable with the talk about Cyncus.

Eve - I was so desperate for love that I didn't even know I was looking in all the wrong places. To be happy, I thought I needed all of Rome to love me. I would have killed anyone who tried to take it away. That's why I was so mad at Xena. She took away the Romans respect for me in the Arena, she took away Ares, and she took away Augustus and my rule of Rome.

Craig - And Ares promised you Rome if you wiped out the followers of Eli.

Eve - He knew exactly how to manipulate me. When Ares gave me that sword that day, he knew I was ready. By ordering Alfidia's death, someone who raised me, He knew I would show no mercy. Cyncus set her up and framed her. His murder was just the push I needed.

Morgan - I don't know, it sounds to me like Alfidia would have every reason to hate you and get revenge.

Eve - It's not Alfidia. Alfidia thought I had framed her by putting those things in her room, just like we did with Tao An. She also knew that I didn't hate her but I would do anything to get what I wanted. Just like she taught me. I was her greatest student, truly a product of her making. I could see it in her eyes when she was being crucified. She was proud of me.

Craig - She was right. You are meant for great things. And you are an instrument but for the God of Eli and for the people.

Jeff - And speaking of the people, how are we going to protect them against this Figure if we don't know who he or she is? It's not Cyncus, it's not Alfidia, so who is it?

Eve - I don't know. But I will do what I have to stop Lucifer and who ever that Figure is.

Craig - What do you mean?

Eve - The most valuable thing I was ever taught was to never give up, never surrender, fight for what you want and take it by any means necessary.

Fade from Eve to a dark red realm. The Figure walks into view.

Figure - My lord, we are ready to bring in the final member to complete my team.

Lucifer - It's going to have to wait. We have a problem. Dr. Newman has become a liability. We must deal with him before he ruins everything.

Figure - Let me kill him!

Lucifer - No! The little weasel has found a way to make all our plans go up in smoke if he should die. You can't get involved. I still need you. Gawain!

Gawain the Green Man comes into view.

Lucifer - Deal with Newman, by any means necessary!

Gawain bows, he looks at the figure and then leaves.

fade to black