Xena (Lucy Lawless) responds to a cry for help and stops a group of soldiers sent by the evil warlord Talmadeus (Peter McCauley) from kidnapping Salmoneus (Robert Trebor) and burning down his water factory. But before she can pursue the fleeing soldiers, she is hit by a poisoned dart in the back of her neck. She soon learns that Lord Talmadeus is seeking revenge on Salmoneus, known locally as Lord Seltzer, for being swindled in a weapons deal. Meanwhile, Talmadeus receives news of Xena's interference from his lieutenant Ness (Jonathon Hendry), and doubles his resolve to destroy Salmoneus. When the warlord sets out with his men to confront her, Xena sneaks up behind them and manages to knock out many of the soldiers before she and Talmadeus face each other with swords. At first, the warrior princess appears to be more than a match for the warlord, but soon she begins to feel the effects of the poisoned dart and, with Gabrielle's (Renee O'Connor) help, only narrowly escapes death. As Xena grows weaker, she, Gabrielle and Salmoneus concoct a ruse to convince Talmadeus that she is just as strong as ever.
Salmoneus rounds up his factory workers as Gabrielle tries to disguise herself as the warrior princess. In Xena's clothes and armor with her hair dyed jet black, Gabrielle rides ahead to meet the soldiers' attack, shouting a warning for them to flee. The men give chase and when they arrive at the factory, they are hit with a torrent of water spraying from the water tank which Xena, unnoticed, has pierced with her chakram. Salmoneus' workers and the rest of the villagers are able to drive their attackers off with cork-darts, which are shot out of flasks filled with carbonated water. Later, a bolder plan is put into action as Gabrielle, still in disguise, mounts a surprise attack against Talmadeus and his troops by flinging flaming pouches into his camp. But as she gallops through the chaos, she is thrown from Argo's back and lands in a water trough. Emerging with her disguise no longer intact, she is immediately surrounded and captured. The ruse now exposed, Talmadeus' soldiers Nymis (Jason Tahau) and Kalus (Timothy James Adam) silently infiltrate the factory to attack the ailing Xena, who barely defeats them before sinking to the ground herself.
Gabrielle is saved from certain death by Argo, who gallops into Talmadeus' camp spinning, kicking and sending men flying in all directions. She jumps on the horse and rushes back to the factory where she finds Xena lying motionless, apparently dead. Though stunned and heartbroken, Gabrielle somehow manages to rally the workers to begin building a defensive wall while she heads out to find Iolaus in the town of Levadi. Salmoneus, too, finds courage and visits Talmadeus, offering to surrender both himself and Xena to the warlord if he will leave the valley and its people unharmed. Meanwhile, when Gabrielle overhears a soldier on the road tell his comrades that one of the villagers has sold out to Talmadeus and the battle is over, Gabrielle returns to the factory to find Talmadeus' men dragging out Xena's body. Back at the warlord's camp, Salmoneus realizes that Talmadeus has no intention of living up to their bargain. Talmadeus tells him he plans to sell the villagers to slavers, and then gives the order to tear Xena's body apart limb from limb. But before the command can be obeyed, Gabrielle rushes in, fighting brilliantly with her staff. Despite her impressive performance, however, Talmadeus soon gets the upper hand. Xena's arms and legs are tied to four horses but before she can be torn apart, the warrior princess miraculously awakens to defeat Talmadeus and his men, with Gabrielle at her side. In the end, the two women resume their travels, their friendship deepened by all they've been through together.
Guest Starring: Robert Trebor (Salmoneus), Peter McCauley (Talmadeus), Jonathon Hendry (Ness), Natalya Humphrey (Photis), Timothy James Adam (Kalus), David Mitchell (Gorney), Kenneth Prebble (Old Man)
Starring: Lucy Lawless as Xena, Renee O'Connor as Gabrielle
Written by Steven L. Sears
Directed by Gary Jones