When Xena (Lucy Lawless) and Gabrielle (Renee O'Connor) save Joxer (Ted Raimi) from being torn apart by three wolves in the Bacchae forest, the lovable rogue tells them he has come on a mission of vital importance. They are shocked when he presents them with the talking head of the god Orpheus (Matthew Chamberlain). Orpheus, whose music once kept the evil god Bacchus (Anthony Ray Parker) and his army of deadly, feral maidens subdued, explains that Bacchus has cursed him by taking his body, leaving him his eyes and ears to observe the horror he brings to the world. Gabrielle and Xena, who have heard stories about several young girls being kidnapped, realize that Bacchus has been capturing the innocent maidens, who will be transformed into full-fledged Bacchae once they are forced to drink his blood. When Orpheus asks for Xena's help in defeating the wicked god, she agrees and the group sets off to retrieve Orpheus' lyre which, when combined with his singing, has the power to put the Bacchae to sleep. Meanwhile, Bacchus is furious when his minions report back that Joxer and Orpheus were snatched from their grasp by Xena.
Upon arriving at Orpheus' home, Xena and her companions find Melodus slain and the lyre he was guarding missing. The warrior princess heads off in pursuit of the attackers, leaving Gabrielle behind to protect Orpheus and keep an eye on Joxer. Xena soon comes upon the Bacchae with the stolen lyre, who have been set upon by thieves. A deadly fight ensues and the Bacchae escape into the woods with the instrument. Meanwhile, Gabrielle, who has left her charges to check out a loud party in the village hall, is rescued by Joxer from the masked revelers who, it turns out, are Bacchae. When Xena returns to Orpheus' village, she and her cohorts review their battle plan. They must first retrieve the lyre and find someone to play it. Then, while Orpheus sings and the Bacchae are put to sleep, they will find Bacchus, kill him and free the innocent girls.
Meanwhile, in a frenzied celebration back at his lair, Bacchus prepares to initiate a new group of women into his army and vows that one of them will be Xena. As the warrior princess and her companions make their way to the catacombs, they stop at a Dryad graveyard. There Xena explains that the Dryads are sworn enemies of Bacchus, and that a Dryad bone through the heart is the only way to kill a Bacchae. Just then, they are attacked by flying Dryad skeletons which explode from their graves with their razor-sharp claws outstretched. Xena manages to drive them off, shattering one of the skeletons to pieces. She and Joxer begin gathering the bones when, to everyone's horror, Gabrielle suddenly morphs into a Bacchae. Xena fends off a vicious assault by her friend, then watches helplessly as Gabrielle flees into the Bacchae catacombs and escapes underground. Xena, Joxer and Orpheus follow, feeling their way through the dark and dangerous labyrinth. Gabrielle lures the group into the Bacchae throne room, where they come face-to-face with Bacchus, who orders Gabrielle to attack them. Xena, who would rather die than join him or hurt her friend, plunges into a seemingly bottomless pit. Convinced she is dead, Bacchus leads his minions away, unaware that Xena is suspended from two Dryad bone fragments, which she jammed into the walls of the pit as she fell. Slowly, she pulls herself out. As the initiation ceremony begins, Xena rejoins Joxer and Orpheus. Just as Gabrielle is about to drink from the goblet of blood which will seal her fate forever, Xena flings her chakram, knocking the cup from her hand. Xena fights her way to Bacchus and jams a Dryad bone into his chest, only to be mocked by the evil god. When he reminds her that only a Bacchae can kill him, Xena shrewdly allows Gabrielle to bite her and she transforms into a deadly monster. She stabs Bacchus again and this time, he explodes in a ball of fire. All of his victims, including Xena and Gabrielle, are transformed back into their mortal forms and brave Orpheus is reunited with his body.
Guest Starring: Ted Raimi (Joxer), Matthew Chamberlain (Orpheus), Anthony Ray Parker (Bacchus), Kym Krystaly (Bacchea #1), Daniel Parker (Thief #1), David Goodman (Thief #2)
Starring: Lucy Lawless as Xena, Renee O'Connor as Gabrielle
Written by Adam Armus & Nora Kay Foster
Directed by T.J. Scott