Xena and Gabrielle are camping. Gabrielle is contemplating about the infinity of the cosmos. Xena sits up. She asks Gabrielle what are they going to do? Keep running all over Greece? She wants to go south. She hears there's a Phoenician prince who needs a girl with a charkram. Gabrielle nods in the direction of the woods. "You know there's somebody out there." Xena agrees. Finally, a monk with a big backpack stumbles in. He isn't hurt or anything. He asks if this is Xena, and then says he was sent by Akemi. Xena is stunned. "You've seen Akemi?" He then launches into a story.

The monk recalls that he and a fellow monk were wandering around. They were caught in a storm. They found a tea house, and they went in. There were three women in the house. The monk's friend made himself at home with the women (he was not as steadfast in his resolve to his vows), joining two of them in a bath. The monk, however, remembers his vows and listens to a woman play an instrument. Then there is a nightmare like scene, of something moving through the woods toward the house. The woman hears and tells the monk to leave, he is a good man. She pushes him out the back door. The other monk, relaxing in the bath, suddenly finds himself alone. A big head on a snake body comes into the room. The guy screams. The snake head turns into a demon man. It blows out a cold wind and freezes the guy in the tub. Then it sucks the guy in the tub up. The other monk runs, falls in the water, but gets away. The woman greets him as he rises from the water. She says that was the Lord of the Dark Land. She hands the monk a sword, and says the demon must be killed. The monk says he needs to get a samurai. The woman says only the warrior from far away can help. She sends the monk after the warrior princess to stop the demon from enslaving even more souls.

Back in the present, a boat floats on the sea. Xena, Gabrielle, and the Monk float along. Gabrielle and the Monk spar with staffs. The Monk says something about Akemi being forced to help bring souls to the Dark Lord. Xena, sitting in the sun with a hat on, calls Gabrielle to her so she can tell her everything.
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Xena recalls that when she was with Borias, they learned that a man's daughter was kidnapped. He was offering a large reward for her return. This all took place in a land east of Chin. Xena was eager to conquer yet another land, so they went to get this girl, expecting a big payoff from her father. They enter a palace, and a young girl bows. She knows Xena, and offers her respect. Her keeper calls her insolent, and he will kill her for her insolence. The girl says no, Xena will soon love me, and she will be Xena's student, and Xena won't let this fellow hurt her. Borias laughs. He says Xena doesn't love anyone. Xena seems taken with the girl, though, and she offers the man 50 gold pieces for Akemi. The man begins to turn it down, but Borias tells him he'd better take the offer. He doesn't, and Xena puts the pinch on him. His men attack, and Xena fights them all off while Akemi watches. Xena pulls Akemi up from her kneeling position. As they leave, Xena tells the guy has about 10 more seconds to live. She doesn't undo the pinch. The guy dies.

Borias, Xena, and Akemi are on a boat. Xena tells Borias she will conquer all the land between Chin and Britannia. And she will teach Akemi. Borias says Xena couldn't teach a dog to bark. Xena whistles for Akemi. She tells Akemi to go left/right/feint/kick/twirl, etc. Xena then pretends to be the bad guy and practically breaks Akemi's ribs. "Lesson one," Xena says, "trust no one." Xena and Akemi get off the boat. Borias reminds Xena that he gets a percentage of the ransom money.

Xena and Akemi walk together through the snow. Xena stops, telling Akemi to listen. She hears every sound. It has a message. She hears a deer grazing nearby. Akemi says Xena must be at peace to hear the "commi" (the universe). Xena says no, she's at war when she hears sounds. Akemi gives Xena a gift, a verse she has written.

Back in the present, Gabrielle says that Akemi must have loved Xena very much, write such beautiful poetry for her. "The truth is, Gabrielle, she broke my heart," Xena says. Gabrielle doesn't understand.

Xena continues her story. She and Akemi walk to a grave site. Akemi says they are going to visit her grandfather's grave. Xena is not happy about this. "We walked days to visit a dead guy?" she says. Akemi drops to her knees and begins to pray. Xena pulls out her sword. She goes to chop Akemi's head off. Akemi moves her hair, revealing her neck, and Xena stops. Akemi tells Xena that just like Xena can hear sounds, Akemi hears other things Xena can't. Akemi talks to Grandpa. She says Grandpa tells her that Xena is a fine teacher and role model, but she needs a better sword. She needs a katana [Japanese sword].

Akemi takes Xena to the place where the grand katana rests. Akemi tells the men there that her master wishes to challenge for the grand katana. The men become upset, because Xena is a woman; this is an insult to Xena, who fights all of the men off. Her sword is cut in half by a katana. "Give me, give me!" Xena says. She really wants this sword, now. She finishes off all the men except the oldest leader, who goes after Akemi. Xena saves Akemi. She takes the grand katana from them all. "Grandpa was right. Now this is a sword," she says as she admires the blade.

At a campsite, Akemi writes more verse. Xena seems slightly amused and little confused by the adoration. She says, listen, kid, you're nice and all, but I'm just here for the ransom money. Akemi asks Xena what she hears. "Snow falling on cedar." Then she says she hears Akemi's heart, beating faster than normal. Akemi says Xena is a great warrior, but she knows no words of love. Yet, she saved Akemi, and there is no greater love than that. Akemi then asks Xena for a favor. She wants to be shown the pinch.

Back in the present, Gabrielle is horrified. "You only knew this girl a few weeks and you showed her the pinch?" The story is interrupted, however, by the boat captain. It appears that Higuchi, the town they are heading for, is burning. He cannot land. He begins to turn around. Xena says she has to get to that town. Gabrielle says yeah, let's go. They jump in the water. They emerge near the burning town. An old man watches them climb from the water.

Xena and Gabrielle survey the burning town. There are soldiers (or bad guys) roaming around, too, but not many. Then a fire bomb comes from a catapult. Xena sees a water tower. "We've got to release the water from the tower," she says. Gabrielle starts to ask for direction, but Xena asks Gabrielle what she would do. Gabrielle starts to tell her. Xena interrupts. "Show me," she says. Gabrielle takes off running. They grab a rope. They swing around and around. They do a fantastic leap through the air together. They land. Xena asks Gabrielle what's next. Some men attack, and Xena loses sight of Gabrielle for a moment. A man on a ladder is kicked off by Gabrielle. Gabrielle does a ladder stand, and Xena jumps on the other end of the balancing ladder, and Gabrielle somersaults out of the way. Xena somersaults out of the way. There are more attacks. (This all happens very fast and is a little confusing.) Gabrielle yells for Xena to go for the ladder. Gabrielle walks across a thin beam and reaches the ladder. She is climbing up, and Xena suddenly is on the ladder. They do a ladder walk across the area to the water tower. Gabrielle turns the wheel to release the water, but nothing happens. Xena takes her sword and pierces the tower. Water spews over the town. The soldiers retreat and the fire dies down. Xena and Gabrielle clasp hands. "Higuchi is saved," Gabrielle says. "Not quite the way I'd have done it, Gabrielle, but it sure worked," Xena says.

They walk through the town. Gabrielle returns to the story. "You taught Akemi the pinch. Did she use it?" Xena says yes, she did, and returns to her story.

She and Akemi walk to her father's fortress. He is being entertained. A woman in a demon mask enters and beckons to the father. The woman takes off the mask. It is Akemi. Xena comes in then, and asks Akemi what she thinks she is doing. Akemi goes to her father and puts the pinch on him. Then she prays. Xena, meanwhile, is being attacked by the father's men, so she fights them off. Akemi prays to her mother, sisters, brothers, etc., who all died because of her father, and says she is avenging them. Then she tells her father, "I pray you suffer in death the way your family suffered in life."

Xena finishes beating up men and realizes this is Akemi's father. She looks a little shocked at the revelation. Akemi said he had to die. "But what about the ransom?" Xena cries. "Where's my money?" Outside, Akemi kneels. Xena wonders if there is a large inheritance available? Akemi says Xena must help her get her honor back, but cutting off her head with the grand katana and then taking her ashes to a sacred shrine in Higuchi. Xena looks thoroughly confused. Akemi puts the pinch on herself (I think) and Xena finally whirls around and around and swings the sword. We see blood dripping.

Back in the present, the old man who watched Xena and Gabrielle emerge from the water confronts the Warrior Princess. The monk is with him, too. The old man is a Ghost Killer. He tells Xena she killed 40,000 people in this town when she was here before. Xena says she did not.

Back in the past, Xena, with short hair, and drinking Sake, and wearing white makeup, stumbles through the town with Akemi's ashes. Xena says the townsfolk banded together to stop her from putting the ashes in the shrine because they thought it was a bad thing. They attacked Xena and though she tried to ignore them, she couldn't. She falls and the vase breaks. Akemi's ashes are scattered in the wind. Xena takes a drink of her alcohol and breaths fire, setting a building on fire. She wanders off.

Back in the present, the old Ghost Killer says that the wind caught the fire, and it spread. He tells Xena that 40,000 people perished because of her. Xena says this is not possible. The Monk says that Akemi told him that her father was so evil that even the underworld didn't want him, so he became the Lord Yodoshi, eater of souls. He ate all the souls that died in the Higuchi fire. Xena says that she is guilty of a greater evil than she ever thought possible. She has to put it right.

Xena and Gabrielle are atop a wall. Xena asks Gabrielle to listen. Gabrielle says she heard a horse. Xena asks her to really listen. Gabrielle listens and sees an army. Xena says at least three armies are gathering. Gabrielle goes to warn the others. The old Ghost Killer comes to Xena. Xena tells him her spirit aches for the torment she's caused. The Ghost Killer says they want the same thing. Xena asks why he hasn't been able to kill Yodoshi in all these 40 years. He says his blade can kill but he can't get close enough. Only a spirit can get close enough to trap a spirit as might as Yodoshi.

Inside, Xena is on her knees. She talks to Akemi. She says she knows that what is done today may not be undone. Gabrielle comes in and wants to know why Xena isn't ready for battle. Xena asks Gabrielle to come to her. She takes Gabrielle's hands. She puts them on her neck and tells her to feel the life force. Gabrielle objects; she says she knows why Xena doesn't show her the pinch. Xena pushes Gabrielle's hands and Xena is under the pinch. "If I only have 30 seconds to live, this is how I want to live them, looking into your eyes. Always remember I love you," Xena says to a very confused and distressed Gabrielle. Xena releases the pinch. She tells Gabrielle she just wanted her to know everything she knows. Gabrielle looks really confused.

Gabrielle and the Monk take an army contingent and head in one direction. The Monk asks where Xena is. Gabrielle says she's someplace else; but she wants this section stopped. Xena appears and watches Gabrielle walk off with the Monk.

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