Xena (Lucy Lawless) and Gabrielle (Renee O'Connor) are fishing one morning when suddenly, an arm reaches up through the water and grabs Gabrielle's wrist. Falling backwards, she pulls the body of a drowning Athenian soldier from the river. With his dying breath, he stammers that his garrison has been surrounded by the Horde. When Xena rolls his lifeless body over, she finds an ornate axe embedded in his chest and instantly realizes they're in terrible danger. As more dead bodies float downstream, four axe-wielding tatoo-covered men in canoes hit the shore. Several others emerge from the forest, among them their terrifying leader, the Hordemaster. Xena and Gabrielle manage to escape in one of the canoes as axes fly into the water around them. Obviously shaken, Xena reveals how her men were butchered by the Horde in the days when she led her own army.
A short while later, the two come upon the battered bodies of Athenian soldiers, draped on X-shaped crosses lining the riverbank. As they listen to the moans of the dying soldiers, axes suddenly come flying out of the trees. Paddling furiously once more, they rescue a drowning Athenian soldier, Galipan (Mark Perry), while being pursued by Horde warriors in a canoe. But before they can escape, a giant waterfall forces Xena to turn towards the shore, which is now overrun by the Horde. A split second before they're attacked, however, a contingent of Athenian soldiers led by Menticles (Paul Glover) and Mercer (Charles Mesure) launches an assault. Xena, Gabrielle and the mortally wounded Galipan are taken back to the Athenians' war-torn fortress where they find the troops half-starved and thoroughly demoralized. When Galipan dies, the soldiers refuse to take orders from Mercer, convinced they are already dead men.
As Gabrielle surveys the terrible carnage outside the fort, she hears moans of "kaltaka" from the wounded Horde warriors. The Athenian soldier Garel (Tamati Rice) tells her that the men are probably calling upon their god of war. Later, when Xena instructs Garel to man the battlements and he disobeys, Xena makes an example of him with her dazzling fighting skills, knowing she must take control of this dispirited army if they're to have any chance of survival. When they learn she is Xena, the warrior princess, the men enthusiastically accept her as their new leader. But to Gabrielle's profound dismay, Xena begins operating with the same military ruthlessness she employed during her dark days as a warrior. When Gabrielle decides to visit the fort's hospital, she is further disturbed to find it in utter chaos, and resolves to take charge of the situation.
Meanwhile, Xena takes command and orders the soldiers to line the walls of the fort with the bodies of their fallen comrades to make it look like reinforcements have arrived. With the help of Menticles and a small contingent of Athenian soldiers, she lures a group of Horde warriors inside the fort's entrance where she and her men launch a deadly surprise attack. Scared by Xena's obvious bloodlust, Gabrielle begs her to stop fighting, but Xena refuses. Xena then sends Mercer off to get reinforcements while she and her men create a diversion with makeshift smoke bombs. Complete mayhem breaks out as the Athenians and Horde warriors fight each other with axes and arrows. During the battle, Xena grabs a wounded Horde warrior, G'Kug (Justin Curry), and brings him back to the fort where she puts the "pinch" on him to extract information. Gabrielle begs her not to kill the man when he refuses to talk and Xena complies, but not without angrily warning Gabrielle never again to question her authority in front of the troops.
Gabrielle finally learns what "kaltaka" means when the captured warrior G'Kug points to her waterbag, uttering the word. Realizing that the dying Horde warriors were not calling to a god, but simply pleading for water, Gabrielle decides she must not sacrifice her own humanity to win this war. Stealing outside the fort, Gabrielle brings water to the fallen Horde warriors. Mistaking her appearance as the signal for a truce, unarmed members of the Horde begin retrieving their wounded from the battlefield. As Xena sends her soldiers out to bring back the Athenian casualties, she realizes that her own hatred and fear have blinded her to the fact that the Horde has its own code of honor. Ordering G'Kug to be brought to her, she tosses his ax at his feet and watches as he turns towards Menticles rather than attack her. Realizing that the warrior will not fight her because she is the Athenians' commander, Xena now understands that the only way to defeat the Horde is to defeat their leader. A spectacular battle ensues between Xena and the Hordemaster during which the warrior princess finally outmaneuvers her formidable enemy. After flipping him onto his back, spread-eagled and defenseless, she walks away as he is killed by the flying axes of his own men.
Guest Starring: Paul Glover (Menticles), Charles Mesure (Mercer), Tamati Rice (Garel), Mark Perry (Galipan), Jason Hoyte (Athenian #1), Bob Johnson (Athenian #2), Brent Gilbert (Drowned Athenian), Phillip Jones (Wounded Athenian), Allen O'Halloran (Fatigued/Gashed Athenian), Justin Curry (G'Kug), Sam Williams (Hordemaster)
Starring: Lucy Lawless as Xena, Renee O'Connor as Gabrielle
Written by Steven L. Sears
Directed by Oley Sassone