Gabrielle and Varia clasp arms and discuss their fight in the previous episode. Xena says she is going to the forest while the Amazons do their Amazon only celebrating. Gabrielle watches while Varia is made queen. She gets her arm cut and she raises her bloody hand to a dark sun. Xena does her own little ceremony in the woods, making way for a new Amazon nation.
Masked riders on horses attack, yelling "death to the Amazons." The Amazons fight back. Xena does her trademark yell and comes dashing in. One masked man goes after Xena. Xena and Gabrielle find each other and stand back-to-back, fighting off masked dudes. Varia fights very well. Then the one guy who went after Xena takes Varia and throws her over his horse. He says, retreat, let them come after us. Lots of Amazons lie on the ground. Cyane looks up and says "they've kidnapped our queen."
Xena picks up a mace. She says it is from Helicon. Gabrielle says that in Greece. She says Xena should lead them, but the Amazon queens who made Varia their over-all leader says they have to follow an Amazon, and they pick Gabrielle. Xena says she will go knock off their leader while the Amazons attack from the water.
Varia talks to the leader. He says he had intended to kill her, but his plans changed. Varia says her sisters will come after her. He says he knows that.
The Amazons light a funeral pyre for the dead. Xena rides off on a horse. The Amazons all get in a boat and hit the ocean. Cyane asks one woman for coins; she says if she owes a debt she won't die. Another woman says she is worse than Joxer facing the dryads because she is scared.
Xena greets the leader and learns his name is Bellepheron. They fight. Bellepheron knocks Xena a good one and she says she's been hit like that before, but not by a mortal. Bellepheron says he is the son of Artemis, and he is avenging her loss of the Amazons. And Xena murdered Artemis, and now she'll pay. Bellepheron yells for his guards. He says he knows that Gabrielle and the Amazons are in the boat. He tells the guards to fire the catapult. Xena breaks away and runs and dives off a cliff.
A flaming catapult hits the boat, which catches on fire and starts to sink. Xena sees the burning boat. Gabrielle tells the now-swimming Amazons to take the beach. They reach the beach, but are assaulted by arrows and catapults. There are lots of dead Amazons on the beach. Cyane routes a few of the women, urging them forward. Gabrielle says they won't die there. She asks one woman to create a diversion, and the woman runs out to get catapulted and arrowed to death. While she is dying Gabrielle says run, and they all head toward some sand dunes and relative safety. Gabrielle keeps yelling for them to run. They reach the dunes, and Cyane sees someone coming from the water. It is Xena. She runs to Gabrielle.
One Amazon goes at Xena, telling her its all her fault because she didn't kill everyone while she was in the fortress. Xena tells the Amazons they have to keep calm.
Bellepheron tells Varia that the Amazons deserted Artemis when she needed them most.
Xena tells Gabrielle about Bellepheron. There are lots of dead Amazons everywhere. Gabrielle asks Xena to take command. Xena refuses, saying the Amazons won't listen to her. Gabrielle, you are it, Xena says.
Bellepheron tells Varia that they might reach an understanding. The catapults stop. One Amazon runs away, and she gets shot up with arrows and then blasted with a catapult.
Xena runs out. She tosses the chakram and hits the catapult, setting it on fire and burning the men around it. The Amazons run. One Amazon, one of the queens, is hit. Xena runs to her and carries her with them.
Varia, blindfolded and chained, walks across the beach. Cyane sees her. Xena cuts the chains with her chakram. Varia says Bellepheron let her go because a queen should die with her tribe. Varia says they will retreat at nightfall. Gabrielle says Bellepheron will come after them. Xena says he has to be stopped. Varia says she isn't leaving any wounded soldiers behind. There is an odd exchange between the three, some looks, and Gabrielle says, "You are right." Gabrielle and Varia discuss a track down from the fortress. Gabrielle says she'll go look for it.
Xena, making a raft, realizes that Gabrielle is missing. She sees Gabrielle running along the beach. Varia has a bow and arrows, aimed at Gabrielle. Xena stops her and yells for Gabrielle. Gabrielle sees Varia with the bow and arrows aimed at her, and she runs back across the beach with catapults blasting all around her. She accosts Varia. Xena says Bellepheron promised to spare the Amazons if Gabrielle dies, making Xena suffer a loss. Gabrielle says the Amazons are a sisterhood, and Varia has betrayed that sisterhood. Several of the other queens go to kill Varia, but Xena stops them. Varia says she won't do it again. Gabrielle decides to take her word, but Varia is no longer queen.
Gabrielle walks up to Xena, who sits alone on the beach. Xena is thinking of giving herself up. That's the thing about vengeance, you're never really satisfied, Xena tells Gabrielle, explaining that Bellepheron will continue after the Amazons anyway.
Xena watches Gabrielle rally the troops. She looks pensive. Gabrielle says it's time to die, maybe. Xena says it seemed like someone else, and Gabrielle says it was, it was the Queen of the Amazons. That's who I am whether I like it or not, Gabrielle says.
The Amazons go through the water. There are sharks. Gabrielle releases the wounded queen into the water as shark diversion. She asks Xena if that was honorable.
On land, Gabrielle recounts the name of the dead. She says death is the pathway to the afterlife, and it's time to finish the job they all began. More may die, but the Amazon nation will live on forever. Xena goes to Gabrielle. Gabrielle says she did what she had to do. Xena tries to console Gabrielle. Gabrielle says she has to be cold and ruthless to keep these women alive.
Xena rides up to the castle. She yells for Bellepheron. He comes out. He says he's beaten Xena twice. She says once, but who's counting? They fight. Xena gets a cut on her arm. She sheathes her sword and climbs on the horse and rides away. Bellepheron yells for a horse and his men. They chase after Xena. Xena stops in the woods and waits on them. She whistles, the Amazons attack. Bellepheron and Xena go at each other, still on horseback.
Gabrielle and Varia fight side-by-side for a while. Bellepheron and Xena hit the ground, still fighting. More fighting all over the place. Xena gets Bellepheron down. She tells him to walk away from the cycle of killing. She turns away. Bellepheron goes after her, and Xena slices him open. She tells him he forgot half of him is mortal. He dies. Xena watches as Gabrielle chases after a soldier. She goes to kill him, but Xena yells at her and tells her it's over. Gabrielle lets the guy go. Xena looks at Gabrielle. Gabrielle looks at Xena. Gabrielle walks over to Xena. Xena says, you won. Gabrielle says, I don't think I did. War is tough on the soul, Xena says.
Cyane calls out, Queen Gabrielle. "Your people need you," Xena says. Gabrielle walks over to the remaining Amazons. She goes to Varia, they clasp hands as they did in the beginning. "To a strong Amazon Nation," everyone says.