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- Sir. - General.

Sir.

Lean and hungry.

- Still nothing? - Not a sign.

- How long has he been gone? - Nearly two hours.

- Will they fi�ght, sir? - We shall know soon enough.

Soldier, I ordered you to move those catapults forward.

- They're out of range. - Range is good.

- The danger to the cavalry-- - Is acceptable. Agreed?

They say no.

Steady! Steady!

People should know when they're conquered.

Would you, Quintus?

Would l?

- Strength and honor. - Strength and honor.

At my signal, unleash hell.

Load the catapults.

Infantry form up for advance.

- Archers ready. - Archers!

- Nock! - Nock!

Fratres!

Maximus!

Three weeks from now, I will be harvesting my crops.

Imagine where you will be, and it will be so.

Hold the line! Stay with me!

Ifyou fi�nd yourselfalone...

riding in green fi�elds with the sun on your face...

do not be troubled.

Foryou are in Elysium, and you're already dead!

Brothers...

what we do in life...

echoes in eternity.

Pull!

Pull! Pull!

Catapults ready, sir!

Archers, ignite!

- Ignite! - Ignite!

Archers, draw!

Loose!

Loose!

All right, men, ready!

Hold the line!

Draw! Loose!

Loose! Loose!

Reload!

Hold the line!

Draw! Loose!

Stay with me!

Stay with me!

Roma victor!

Roma victor!

Do you think he's really dying?

He's been dying for ten years.

If he weren't really dying, he wouldn't have sent for us.

Maybe hejust misses us.

And the senators? He wouldn't have summoned them if--

Peace, Commodus.

After two weeks on the road, your incessant scheming is hurting my head.

He's made his decision.

He's going to announce it.

He will name me.

The fi�rst thing I shall do...

when--

is honor him with games worthy of His Majesty.

For now, the fi�rst thing I shall do is have a hot bath.

Your Highness?

We seem to be almost there, sir.

- Sire. - Where's the emperor?

He's at the front, sire. They've been gone for 1 9 days.

The wounded are still coming in.

My horse.

My lord.

Kiss?

You have proved your valor yet again, Maximus.

Let us hope for the last time.

There's no one left to fi�ght, sire.

There is always someone left to fi�ght.

How can I reward Rome's greatest general?

Let me go home.

Ah. Home.

They honoryou, Caesar.

It's foryou, Maximus. They honoryou.

Have I missed it? Have I missed the battle?

You have missed the war.

Father, congratulations.

I shall sacrifi�ce a hundred bulls to honoryour triumph.

Save the bulls.

Honor Maximus. He won the battle.

- General. - Highness.

Rome salutes you, and I embrace you as a brother.

It has been too long, my old friend.

- Highness. - Here, Father.

Take my arm.

I think it is time for me to leave.

So much for the glory of Rome.

Magnifi�cent battle.

- General. - Still alive?

- Still alive. - The gods must have a sense of humor.

- The gods must love you. - Valerius.

Back to barracks, General? Or to Rome?

Home. My wife, the son, the harvest.

Maximus the farmer. I still have diffi�culty imagining that.

You know, dirt cleans offa lot easier than blood, Quintus.

- Here he is. - Highness.

Senator Gaius, Senator Falco.

Beware of Gaius. He'll pour a honeyed potion in your ear...

and you'll wake up one day and all you'll say is, "Republic, republic."

Well, why not? Rome was founded as a republic.

Yes, and in a republic the senate has the power.

But Senator Gaius isn't influenced by that, ofcourse.

Where do you stand, General? Emperor or senate?

A soldier has the advantage of being able...

to look his enemy in the eye, Senator.

Well, with an army behind you, you could be extremely political.

I warned you. Now I shall save you. Senators.

Maximus.

I'm going to need good men like you.

How may I be ofservice, Highness?

You're a man who knows what it is to command.

You give your orders, the orders are obeyed and the battle is won.

But these senators scheme and squabble and flatter and deceive.

Maximus, we must save Rome from the politicians, my friend.

Can I count on you when the time comes?

Highness, when your father releases me, I intend to return home.

Home? Well, no one's earned it more.

Don't get too comfortable. I may call on you before long.

Lucilla's here. Did you know?

She's not forgotten you.

And now you're the great man.

Ifonly you had been born a man.

What a caesar you would have made!

Father.

You would have been strong.

I wonder, would you have been just?

I would have been what you taught me to be.

How was yourjourney?

Long. Uncomfortable. Why have I come?

I need your help. With your brother.

Ofcourse.

He loves you. He always has.

And...

he will need you now more than ever.

Enough of politics.

Let us pretend that you are a loving daughter...

and I am a good father.

This is a pleasant fi�ction, isn't it?

Good morning.

I need three more horses.

Two! Three!

Four!

One! Two!

You sent for me, Caesar?

- Caesar? - Tell me again, Maximus.

Why are we here?

For the glory ofthe empire, sire.

Ah, yes.

Ah, yes, I remember.

Do you see that map, Maximus?

That is the world which I created.

For 25 years...

I have conquered, spilt blood, expanded the empire.

Since I became caesar, I've known fouryears without war.

Fouryears of peace in 20.

And for what?

I brought the sword. Nothing more.

Caesar, your life--

Please. Please don't call me that.

Come. Please.

Come sit.

Let us talk together now--

very simply-- as men.

Maximus, talk.

Five thousand of my men are out there in the freezing mud.

Three thousand ofthem are bloodied and cleaved.

Two thousand will never leave this place.

I will not believe that they fought and died for nothing.

And what would you believe?

They fought foryou and for Rome.

And what is Rome?

I've seen much ofthe rest ofthe world.

It is brutal and cruel and dark. Rome is the light.

Yet you have never been there.

You have not seen what it has become.

I am dying, Maximus.

When a man sees his end...

he wants to know there was some purpose to his life.

How will the world speak my name in years to come?

Will I be known as the philosopher?

The warrior?

The tyrant?

Or will I be the emperor who gave Rome back her true self?

There was once a dream that was Rome.

You could only whisper it.

Anything more than a whisper and it would vanish...

it was so fragile.

And I fear that it will not survive the winter.

Maximus...

Iet us whisper now...

together, you and l.

You have a son.

Tell me about your home.

My house is in the hills above Trujillo. A very simple place.

Pink stones that warm in the sun.

A kitchen garden that smells of herbs in the day...

jasmine in the evening.

Through the gate is a giant poplar.

Figs, apples, pears.

The soil, Marcus-- black. Black like my wife's hair.

Grapes on the south slopes, olives on the north.

Wild ponies play near my house. They tease my son. He wants to be one.

- Remember the last time you were home? - Two years, 264 days and this morning.

I envy you, Maximus.

It's a good home. Worth fi�ghting for.

There is one more duty...

that I ask ofyou before you go home.

What would you have me do, Caesar?

I want you to become the protector of Rome after I die.

I will empoweryou to one end alone--

to give power back to the people of Rome...

and end the corruption that has crippled it.

Will you accept this great honor that I have offered you?

With all my heart, no.

Maximus...

that is why it must be you.

But surely a prefect, a senator...

somebody who knows the city, who understands her politics.

But you have not been corrupted by her politics.

- And Commodus? - Commodus is not a moral man.

You have known that since you were young.

Commodus cannot rule.

He must not rule.

You are the son that I should have had.

Commodus will accept my decision.

He knows that you command the loyalty ofthe army.

I need some time, sire.

Yes.

By sunset, I hope you will have agreed.

Now embrace me as my son.

And bring an old man another blanket.

- My father favors you now. - My lady.

- It was not always so. - Many things change.

Many things. Not everything.

Maximus, stop.

Let me see your face.

- You seem upset. - I lost many men.

What did my father want with you?

To wish me well before I leave for home.

You're lying.

I could always tell when you were lying because you were never any good at it.

- I never acquired your comfort with it. - True.

But then you never had to.

Life is more simple for a soldier.

Or do you think me heartless?

I thinkyou have a talent for survival.

Maximus, stop.

Is it really so terrible seeing me again?

No. I'm tired from battle.

It hurts you to see my father so fragile.

Commodus expects that my father will announce his succession within days.

Will you serve my brother as you served his father?

I will always serve Rome.

Do you know...

I still rememberyou in my prayers.

Oh, yes. I pray.

I was sad to hear ofyour husband's death. I mourned him.

- Thankyou. - And I hearyou have a son.

Yes. Lucius.

He'll be nearly eight years old.

My son is also nearly eight.

I thankyou foryour prayers.

Ancestors, I ask foryour guidance.

Blessed Mother, come to me with the gods' desire for my future.

Blessed Father, watch over my wife and son with a ready sword.

Whisper to them I live only to hold them again.

Ancestors, lhonoryou...

and will try to live with the dignity you have taught me.

Cicero.

Sir.

You don't fi�nd it hard to do your duty?

Sometimes I do what I want to do.

The rest ofthe time I do what I have to.

We may not be able to go home after all.

Are you ready to do your duty for Rome?

Yes, Father.

You will not be emperor.

Which wiser, older man is to take my place?

My powers will pass to Maximus...

to hold in trust...

until the senate is ready to rule once more.

Rome is to be a republic again.

- Maximus. - Yes.

My decision disappoints you?

You wrote to me once...

Iisting the four chiefvirtues.

Wisdom, justice...

fortitude...

and temperance.

As I read the list, I knew I had none ofthem.

But I have other virtues, Father.

Ambition.

That can be a virtue when it drives us to excel.

Resourcefulness. Courage.

Perhaps not on the battlefi�eld, but...

there are many forms ofcourage.

Devotion to my family...

and to you.

But none of my virtues were on your list.

Even then it was as if you didn't want me foryour son.

You go too far.

I searched the faces ofthe gods...

for ways to please you, to make you proud.

One kind word...

one full hug...

where you pressed me to your chest and held me tight...

would have been like the sun on my heart for a thousand years.

What is it in me you hate so much?

All I've ever wanted...

was to live up to you, Caesar.

- Father. - Commodus.

Your fault as a son...

is my failure as a father.

Come.

Father.

I would butcher the whole world...

ifyou would only have loved me!

Maximus, the emperor needs you. It's urgent.

Lament with me, brother. Our great father is dead.

How did he die?

The surgeons say there was no pain.

His breath gave out as he slept.

Father.

Your emperor asks foryour loyalty, Maximus.

Take my hand.

I only offer it once.

Quintus.

Hail, Caesar.

I must talk to the senators. I need their counsel.

Wake Gaius and Falco.

- Sword. - Sword.

Maximus, please be careful. That was not prudent.

Prudent? The emperor has been slain.

The emperor died of natural causes.

- Why are you armed, Quintus? - Guards!

Please don't fi�ght, Maximus.

I'm sorry. Caesar has spoken.

Ride until dawn...

and then execute him.

Quintus, look at me. Look at me!

Promise me that you will look after my family.

Your family will meet you in the afterlife.

Kneel.

BlessedFather, watch overmy wife andson.

Whisperto them that llive onlyto holdthem again.

At least give me a clean death.

A soldier's death.

The frost, sometimes it makes the blade stick.

Praetorian!

- Rememberthe last timeyou were home? - Twoyears, 264 daysandthismorning.

BlessedFather, watch over my wife andson with a readysword.

Whisperto them llive onlyto holdthem again, forallelse is dust andair.

Whisperto them llive onlyto holdthem again...

forallelse is dust andair.

Papa! Papa!

Don't die.

You'llmeet them again.

Notyet.

No. They will clean it. Wait and see.

Don't die.

They'll feed you to the lions.

They are worth more than we are.

Better now?

Clean. You see?

Proximo!

My old friend.

Every day is a great day when you are here...

but today is your most fortunate day.

Those giraffes you sold me...

they won't mate.

Theyjust walk around eating...

and not mating.

You sold me...

queer giraffes.

- I want my money back. - Not a chance.

I do special price foryou.

On what?

Have you seen my new stock? Come and see them.

Do any ofthem fi�ght? I've got a match coming up.

Some are good for fi�ghting, others for dying.

You need both, I think.

Get up.

What's your trade?

I was a hunter.

I bought him from a salt mine in Carthage.

Sit down.

Mark ofthe legion.

- Deserter. - Maybe so. But who cares?

- He's a Spaniard. - I'll take six.

- For one thousand. - One thousand?

The Numidian alone is worth 2,000.

These slaves are rotten.

It all adds to the flavor.

Wait, wait. Wait!

I can negotiate.

I'll give you 2,000...

and four for the beasts.

That's 5,000 for an old friend.

Come on! How long does it take to get into my own house?

I am Proximo.

I shall be closer to you for the next few days...

which will be the last ofyour miserable lives...

than that bitch ofa mother that brought you screaming into this world.

I did not pay good money foryou foryour company.

I paid it so that I could profi�t from your death.

And as your mother was there at your beginning...

so I shall be there at your end.

And when you die, and die you shall...

your transition shall be to the sound of--

Gladiators...

I salute you.

- Red. - Red.

Yellow.

Yellow.

Good.

- Red. - Red.

Spaniard.

That's enough for the moment!

His time will come.

Next.

Spaniard.

Why don't you fi�ght?

We all have to fi�ght.

Is that the sign ofyour gods?

Will that not anger them?

The gods favoryou.

Red is the gods' color.

You will need their help today.

Some ofyou are thinking you won't fi�ght...

and some that you can't fi�ght.

They all say that...

until they're out there.

Listen.

Kill! Kill! Kill!

Thrust this into another man's flesh.

They will applaud and love you for that.

And you--

you may begin to love them...

for that.

Ultimately...

we're all dead men.

Sadly, we cannot choose how, but...

we can decide how we meet that end...

in order that we are remembered...

as men.

On the left, draw your shields!

On the right, draw your swords!

Kill! Kill! Kill!

Pair them up-- red with yellow.

Next!

Move it!

- Go away! - You'll never rule us, Commodus!

He enters Rome like a conquering hero. But what has he conquered?

Give him time, Gracchus. He's young.

I think he could do very well.

For Rome, or foryou?

Go to your mother, Lucius. It's what she'd like.

Lucius!

Mother!

Hail, Caesar.

Senators.

Rome greets her new emperor.

Your loyal subjects bid you welcome, Highness.

Thankyou, Falco.

And for the loyal subjects, I trust they weren't too expensive.

- Caesar. - Gracchus.

All Rome rejoices in your return, Caesar.

There are many matters that require your attention.

To order, please! To order!

Foryour guidance, Caesar, the senate has prepared a series of protocols...

to begin addressing the many problems in the city...

beginning with basic sanitation for the Greek quarter...

to combat the plague which is already springing up there.

So, if Caesar--

Don't you see, Gracchus?

That's the very problem, isn't it?

My father spent all his time at study...

at books of learning and philosophy.

He spent his twilight hours reading scrolls from the senate.

And all the while the people were forgotten.

But the senate is the people, sire...

chosen from among the people to speak for the people.

I doubt many ofthe people eat so well as you do, Gracchus...

or have such splendid mistresses, Gaius.

I think I understand my own people.

Then perhaps Caesar will be so good as to teach us...

out of his own extensive experience.

I call it love.

I am their father.

The people are my children.

I shall hold them to my bosom and embrace them tightly.

Have you ever embraced someone dying of plague, sire?

No, but ifyou interrupt me again...

I assure you that you shall.

Senator, my brother is very tired.

Leave your list with me.

Caesar shall do all that Rome requires.

My lady, as always...

your lightest touch commands obedience.

Who are they to lecture me?

Commodus, the senate has its uses.

What uses? All they do is talk.

It should bejust...

you and me...

and Rome.

Don't even think it.

There's always been a senate.

Rome has changed.

It takes an emperor to rule an empire.

Ofcourse, but leave the people their--

Illusions?

Traditions.

My father's war against the barbarians--

He said it himself: it achieved nothing. But the people loved him.

The people always love victories.

Why?

They didn't see the battles.

What do they care about Germania?

They care about the greatness of Rome.

The greatness of Rome.

Well, what is that?

It's an idea--

greatness.

Greatness is a vision.

Exactly. A vision.

Do you not see, Lucilla?

I will give the people a vision of Rome, and they will love me for it.

And they'll soon forget the tedious sermonizing ofa few dry old men.

I will give the people the greatest vision oftheir lives.

White and red wine foryour drinking pleasure!

Games.

One hundred and fi�fty days of games.

He's cleverer than I thought.

Clever.

The whole of Rome would be laughing at him...

ifthey weren't so afraid of his praetorian.

Fear and wonder-- a powerful combination.

You really think the people are going to be seduced by that?

I think he knows what Rome is.

Rome is the mob.

Conjure magic for them, and they'll be distracted.

Take away their freedom, and still they'll roar.

The beating heart of Rome...

is not the marble ofthe senate.

It's the sand ofthe Colosseum.

He'll bring them death...

and they will love him for it.

Spaniard.

Are you not entertained?

Are you not entertained?

Is this not why you are here?

Spaniard! Spaniard!

What do you want?

Girl?

Boy?

You sent for me.

Yes, I did.

You're good, Spaniard, but you're not that good.

You could be magnifi�cent.

I'm required to kill, so I kill.

That is enough.

That's enough for the provinces, but not for Rome.

The young emperor...

has arranged a series ofspectacles...

to commemorate his father...

Marcus Aurelius.

I fi�nd that amusing...

since it was Marcus Aurelius--

the wise, the all-knowing Marcus Aurelius--

that closed us down.

So, fi�nally, after fi�ve years ofscratching a living...

in flea-infested villages...

we're fi�nally going back to where we belong--

the Colosseum.

Oh, you should see the Colosseum, Spaniard.

Fifty thousand Romans...

watching every movement ofyour sword...

willing you to make that killer blow.

The silence before you strike...

and the noise afterwards.

It rises.

It rises up like--

Iike a storm...

as ifyou were the thunder god himself.

You were a gladiator?

Yes, I was.

You won your freedom?

A long time ago, the emperor...

presented me with a rudis.

It'sjust a wooden sword.

The symbol ofyour freedom.

He touched me on the shoulder, and I was free.

You knew Marcus Aurelius?

I did not say I knew him. I said he touched me on the shoulder once.

You asked me what I want.

I, too, want to stand in front ofthe emperor...

as you did.

Then listen to me.

Learn from me.

I wasn't the best because I killed quickly.

I was the best because the crowd loved me.

Win the crowd...

and you'll win your freedom.

I will win the crowd.

I will give them something they've never seen before.

So, Spaniard, we shall go to Rome together...

and have bloody adventures...

and the great whore will suckle us...

until we are fat and happy and can suckle no more.

And then...

when enough men have died...

perhaps you will have your freedom.

Here. Use this.

It's somewhere out there--

my country...

my home.

My wife is preparing food.

My daughters carry water from the river.

Will I ever see them again?

I think no.

Do you believe you'll see them again when you die?

I think so.

But then...

I will die soon.

They will not die for many years.

I'll have to wait.

But you would wait?

Ofcourse.

You see...

my wife...

and my son...

are already waiting for me.

You'll meet them again.

But not yet.

Not yet, unless--

Not yet.

Not yet.

There. There it is.

Out.

Go! Go! Out!

Good to see you again, old friend.

Bring me fortune.

Have you ever seen anything like that before?

I didn't know men could build such things.

Win the crowd.

Get inside! Move!

Inside!

He sleeps so well because he's loved.

Come, brother. It's late.

I will make Rome the wonder ofthe ages.

That is what Gracchus and his friends don't understand.

All my desires are splitting my head to pieces.

Drink this tonic.

I think the time is almost right.

I could announce the dissolution ofthe senate...

at the celebration to honor our father.

Do you think I should?

Are the people ready?

I thinkyou need your rest now.

Will you stay with me?

Still afraid ofthe dark, brother?

Still.

Always.

- Stay with me tonight. - You know I won't.

Then kiss me.

Sleep, brother.

Come on!

Take me.

All right, that's enough.

The emperor wants battles, and I don't want to sacrifi�ce my best fi�ghters.

The crowd wants battles, so the emperor gives them battles.

- And you get the battle of Carthage. - The massacre of Carthage.

Why don't you go down to the prison, round up all the beggars and thieves?

We've done that.

Ifyou want to give away the best gladiators in the whole ofthe empire...

then I want double the rates.

You'll get your contract rates, oryou'll get your contract canceled.

You don't like it?

Then you can crawl back down that shithole that you came from.

Cassius, please! Cassius!

Gladiator, are you the one they call the Spaniard?

Yes.

They said you were a giant.

They said you could crush a man's skull with one hand.

A man's? No.

A boy's.

- They have good horses in Spain? - Some ofthe best.

This is Argento...

and this is Scarto.

They were my horses.

They were taken from me.

I like you, Spaniard. I shall cheer foryou.

- They let you watch the games? - My uncle says it makes me strong.

- And what does your father say? - My father is dead.

Master Lucius, it is time.

I have to go.

Your name is Lucius?

Lucius Verus, after my father.

Lower!

Claudius!

- Yes? - More shields!

When the emperor enters...

raise your weapons, salute him...

and then speak together.

Face the emperor...

and don't turn your back on him.

Go, and die with honor.

Hail, mighty Caesar!

Caesar! Caesar! Caesar! Caesar!

We who are about to die salute you!

On this day...

we reach back to hallowed antiquity...

to bring you a re-creation...

ofthe second fall of mighty Carthage!

On the barren plain ofZama...

there stood the invincible armies...

ofthe barbarian Hannibal.

Ferocious mercenaries and warriors...

from all brute nations...

bent on merciless...

destruction...

conquest.

Your emperor...

is pleased to give you...

the barbarian horde!

Anyone here been in the army?

Yes. I served with you at Vindobona.

You can help me.

Whatever comes out ofthese gates...

we've got a better chance ofsurvival ifwe work together.

Do you understand?

Ifwe stay together, we survive.

The emperor is pleased to bring you the legionnaires...

ofScipio Africanus!

To the death!

Kill! Kill! Kill!

Stay close!

Come together!

Staggered columns! Staggered columns!

- Soon all your men will be slain. - You don't have a chance.

Lockyour shields! Stay as one!

Hold!

Hold!

As one!

Well done!

Hold!

Down low! Down low!

Yes!

Hagen!

This column to the chariot! This column stay with me!

Quickly!

- Get out there! - Hurry!

Maximus!

Single column! Single column!

We win!

My history's a little hazy, Cassius...

but shouldn't the barbarians lose the battle of Carthage?

Yes, sire.

Forgive me, sire.

No, I rather enjoy surprises.

Who is he?

They call him the Spaniard, sire.

- I think I'll meet him. - Yes, sire.

Hail to the barbarians!

Forward! Arms at ready!

Drop your weapons.

Gladiator, the emperor has asked foryou.

I am at the emperor's service.

Rise. Rise.

Your fame is well deserved, Spaniard.

I don't think there's ever been a gladiator to match you.

As for this young man, he insists you are Hector reborn. Or was it Hercules?

Why doesn't the hero reveal himself and tell us all your real name?

You do have a name?

My name is Gladiator.

How dare you show your back to me?

Slave!

You will remove your helmet and tell me your name.

My name is Maximus Decimus Meridius...

commander of the armies ofthe north...

general ofthe Felix Legions...

Ioyal servant to the true emperor, Marcus Aurelius...

father to a murdered son...

husband to a murdered wife...

and I will have my vengeance, in this life or the next.

Arms!

Live! Live! Live! Live!

Guards, at rest!

Maximus! Maximus! Maximus! Maximus!

Why is he still alive?

I don't know.

He shouldn't be alive.

It vexes me.

I'm terribly vexed.

I did what I had to do.

If Father had had his way, the empire would have been torn apart.

You do see that?

What did you feel when you saw him?

I felt nothing.

He wounded you deeply, didn't he?

No more than I wounded him.

They lied to me in Germania.

They told me he was dead.

Ifthey lie to me, they don't respect me.

Ifthey don't respect me, how can they ever love me?

Then you must let the legions know...

their treachery...

will not go unpunished.

Poor sister.

I wouldn't want to be your enemy.

What will you do?

This way.

Rich matrons pay well to be pleasured by the bravest champions.

I knew your brother would send assassins.

I didn't realize he would send his best.

Maximus, he doesn't know.

My family was burnt and crucifi�ed while they were still alive.

- I knew nothing-- - Don't lie to me!

I wept for them.

As you wept foryour father? As you wept foryour father?

I have been living in a prison offear since that day.

To be unable to mourn your father for fear ofyour brother.

To live in terror every moment ofevery day...

because your son is heir to the throne.

Oh, I have wept.

My son...

was innocent.

So is mine.

Must my son die, too, before you'll trust me?

What does it matter if I trust you or not?

The gods have spared you. Don't you understand?

Today I saw a slave become more powerful than the emperor of Rome.

The gods have spared me?

I am at their mercy, with the power only to amuse the mob.

That is power.

The mob is Rome, and while Commodus controls them, he controls everything.

Listen to me.

My brother has enemies, most ofall in the senate.

But while the people follow him...

no one would dare stand up to him until you.

They oppose him, yet they do nothing.

There are some politicians who have dedicated their lives to Rome.

One man above all.

If I can arrange it, will you meet him?

Do you not understand?

I may die in this cell tonight, or in the arena tomorrow.

I am a slave!

What possible difference can I make?

This man wants what you want.

Then have him kill Commodus!

I knew a man once...

a noble man, a man of principle...

who loved my father...

and my father loved him.

This man served Rome well.

That man is gone.

Your brother did his work well.

Let me help you.

Yes...

you can help me.

Forget you ever knew me...

and never come here again.

Guard! The lady is fi�nished with me.

Maximus.

You commanded legions? You had many victories?

In Germania?

In many countries.

General!

You have a great name.

He must kill your name before he kills you.

Yes, at the far end.

- Senator Gaius. - Hello.

Senator Gracchus.

Don't often see you enjoying the pleasures ofthe vulgar crowd.

I don't pretend to be a man ofthe people, Senator...

but I do try to be a man for the people.

Caesar! Caesar! Caesar! Caesar!

People of Rome!

On the fourth day ofAntioch...

we can celebrate the 64th day ofthe games.

And in his majestic charity...

the emperor has deigned this day to favor the people of Rome...

with an historical fi�nal match.

Returning to the Colosseum today, after fi�ve years in retirement...

Caesar is pleased to bring you...

the only undefeated champion...

in Roman history...

the legendary Tigris...

of Gaul!

He knows too well how to manipulate the mob.

Marcus Aurelius had a dream that was Rome.

This is not it. This is not it!

Marcus Aurelius is dead, Maximus.

We mortals are but shadows and dust.

Shadows and dust, Maximus!

Representing the training lyceum ofAntonius Proximo...

Caesar is proud to give you...

Aelius Maximus!

They embrace him like he's one oftheir own.

The mob is fi�ckle, brother. He'll be forgotten in a month.

No, much sooner than that.

It's been arranged.

We who are about to die salute you.

We're with you, Maximus!

Pull! Pull! Pull!

Loose! Loose!

- Gut him! - Kill! Kill!

Kill! Kill! Kill! Kill!

Kill! Kill!

Maximus the Merciful!

Forward, guards! On battery!

What am I going to do with you?

You simply won't...

die.

Are we so different, you and l?

You take life when you have to...

as I do.

I have only one more life to take. Then it is done.

Then take it now.

They tell me your son...

squealed like a girl...

when they nailed him to the cross...

and your wife...

moaned like a whore...

when they ravaged her...

again and again...

and again.

The time for honoring yourself will soon be at an end...

Highness.

General!

General!

- General! - Cicero!

- Where are you camped? - Ostia.

- We love you, Maximus! - Praise the victor!

Tell the men their general lives. Find me.

- Move along! - Find me!

Can they hearyou?

Who?

Your family, in the afterlife.

- Oh, yes. - What do you say to them?

To my boy...

I tell him I will see him again soon...

and to keep his heels down when he is riding his horse.

To my wife...

that is not your business.

And now they love Maximus for his mercy.

So I can'tjust kill him, or it makes me even more unmerciful.

The whole thing is like some great nightmare.

He is defying you.

His every victory is an act ofdefi�ance.

The mob sees this, and so do the senate.

Every day he lives, they grow bolder.

- Kill him. - No.

I will not make a martyr of him.

I have been told...

ofa certain sea snake...

which has a very unusual method ofattracting its prey.

It will lie at the bottom ofthe ocean as ifwounded.

Then its enemies will approach...

and yet it will lie quite still.

Then its enemies will take little bites of it...

and yet it remains still.

So...

we will lie still...

and let our enemies come to us and nibble.

Have every senator followed.

Cicero, my old friend. I thought perhaps I'd seen you for the last time.

- I thought you were dead. - Close.

- How long have the men been in Ostia? - All winter.

- And how do they look? - Fat and bored.

- Who's in command? - Some fool from Rome.

How soon could they be ready to fi�ght?

Foryou, tomorrow.

I need you to do something for me.

Come see. Ifyou haven't been in the arena, you can see the show here.

Giant Maximus is defeating our emperor Commodus.

What are we to do? He's defying everyone.

My goodness!

- He got him! He's defeated! - Give way! Give way!

My lady? I served your father at Vindobona.

- Back. - My lady.

I served your father at Vindobona.

Back!

And I served General Maximus. I serve him still.

Stop.

Stop.

Stand back.

The general sends word he will meet your politician.

Foryour loyalty, soldier.

Thankyou, my lady.

Leave us.

Senator Gracchus.

General.

I hope my coming here today is evidence enough...

that you can trust me.

- The senate is with you? - The senate?

Yes. I can speak for them.

You can buy my freedom and smuggle me out of Rome?

To what end?

Get me outside the city walls.

Have fresh horses ready to take me to Ostia.

My army is encamped there.

By nightfall ofthe second day, I shall return at the head of 5,000 men.

But the legions all have new commanders...

Ioyal to Commodus.

Let my men see me alive and you shall see where their loyalties lie.

This is madness.

No Roman army has entered the capital in a hundred years.

I will not trade one dictatorship for another!

The time for half measures and talk is over, Senator.

And afteryour glorious coup, what then?

You'll take your 5,000 warriors and leave?

I will leave.

The soldiers will stay foryour protection...

under the command ofthe senate.

So...

once all of Rome is yours, you'll just give it back to the people?

Tell me why.

Because that was the last wish ofa dying man.

I will kill Commodus.

The fate of Rome I leave to you.

Marcus Aurelius trusted you.

His daughter trusts you.

I will trust you.

But we have little time.

Give me two days...

and I will buy your freedom.

And you--

you stay alive...

or I'll be dead.

Now we must go.

It won't work.

The emperor knows too much.

And as for me...

it's becoming dangerous.

You'll be paid on my return.

I give you my word.

Your word? What ifyou don't return?

Do you remember what it was to have trust, Proximo?

Trust?

Who am I to trust?

- I will kill Commodus. - Why would I want that?

He makes me rich.

Oh, l--

I know that you are a man ofyour word, General.

I know that you would die for honor.

You would die for Rome.

You would die for the memory ofyour ancestors.

But l, on the other hand--

I'm an entertainer.

Guard!

He killed the man who set you free.

Praetorians, master.

Halt!

Where have you been?

I sent foryou.

Please, brother.

What's troubling you?

Does Gracchus have a new lover?

I don't know.

I thought you'd seen him.

He infects everyone like a putrid fever.

For the health of Rome, the senate must be bled.

And he will bleed too.

Very soon.

But not tonight.

Do you remember what our father said once?

"It's a dream...

a frightful dream--

Iife is."

Do you think that's true?

I don't know.

I think it is.

And I have only you to share it with.

Open your mouth.

You know I love you.

And I love you.

Out. Get out!

Move!

Congratulations, General.

You've got very persuasive friends.

My brother's had Gracchus arrested.

We daren't wait any longer. We must leave tonight.

Proximo will come at midnight and take you to the gate.

Your servant, Cicero, will be waiting there with horses.

You have done all this?

Yes.

You risk too much.

I have much to pay for.

You have nothing to pay for.

You love your son. You're strong for him.

I am tired of being strong.

My brother hates all the world, and you most ofall.

- Because your father chose me. - No.

Because my father loved you.

And because I loved you.

A long time ago.

Was I very different then?

You laughed more.

I have felt alone all my life...

except with you.

I must go.

Yes.

There. There.

And I got you.

Isn't it late to be playing legionnaire?

I'm not a legionnaire.

- Not a legionnaire? - I'm a gladiator.

A gladiator?

Gladiators only fi�ght in the games.

Wouldn't you rather be a great Roman warrior likeJulius Caesar?

I'm Maximus, the savior of Rome!

The savior of Rome?

And who said that?

Where's Lucius?

He's with the emperor.

- She couldn't. - Yes, she did.

She took it from a basket...

and pressed it to her breast, right here above her heart.

It bit her in the breast?

Yes.

You see, Lucius, sometimes royal ladies...

behave very strangely and do very odd things in the name of love.

I think it's silly.

So do l.

So do l.

Sister, join us.

I've been reading to dear Lucius.

- I've been reading too. - Yes.

He's a very clever little boy. He'll make a grand emperor one day.

We've been reading about the great Mark Antony and his adventures in Egypt.

And the queen killed herself with a snake.

And just wait until you hear what happened to our ancestors.

Ifyou're very good, tomorrow night I'll tell you the story of Emperor Claudius.

He was betrayed...

by those closest to him...

by his own blood.

They whispered in dark corners...

and went out late at night...

and conspired...

and conspired.

But the Emperor Claudius knew that they were up to something.

He knew they were busy little bees.

And one night he sat down with one ofthem...

and he looked at her...

and he said...

"Tell me what you've been doing...

busy little bee...

or I shall strike down those dearest to you.

You shall watch as I bathe in their blood."

And the emperor was heartbroken.

The little bee had wounded him more deeply...

than anyone else could ever have done.

What do you think happened then, Lucius?

I don't know, Uncle.

The little bee told him everything.

Open, in the name ofthe emperor!

Proximo!

Open the gates, in the name ofthe emperor!

Open the gates!

Open the gates, Proximo.

Do you want to die, old man?

Here.

Everything is prepared.

It seems you have won your freedom.

Are you in danger of becoming a good man?

-Juba. - All enemies ofthe emperor die!

Open the gates!

Pull!

Move! Form a column on the left!

I only need moments, so do not be careless with your lives.

Ifyou don't want any part ofthis, go back to your cells.

We'll wait here foryou, Maximus.

- Strength and honor. - Go.

Strength and honor.

Aim. Arch your bows!

Shadows and dust.

I'm sorry.

It's done.

And what of my nephew?

And what of his mother?

Should they share her lover's fate?

Or should I be merciful?

Commodus the Merciful.

Lucius will stay with me now.

And if his mother...

so much as looks at me...

in a manner that displeases me...

he will die.

Ifshe decides...

to be noble...

and takes her own life...

he will die.

And as foryou...

you will love me...

as I loved you.

You will provide me with an heir...

of pure blood...

so that Commodus and his progeny...

will rule for a thousand years.

Am I not merciful?

Am I not merciful?

They call foryou.

The general...

who became a slave.

The slave who became a gladiator.

The gladiator who defi�ed an emperor.

A striking story.

Now the people want to know how the story ends.

Only a famous death will do.

And what could be more glorious...

than to challenge the emperor himself in the great arena?

You would fi�ght me?

Why not?

Do you think I'm afraid?

I thinkyou have been afraid all your life.

Unlike Maximus the lnvincible, who knows no fear?

I knew a man who once said, "Death smiles at us all.

All a man can do is smile back."

I wonder.

Did your friend smile at his own death?

You must know.

He was your father.

You loved my father, I know...

but so did l.

That makes us brothers, doesn't it?

Smile for me now, brother.

Strap on his armor. Conceal the wound.

Ring formation!

Quintus, sword.

Give me your sword.

Sword! Give me a sword!

Sheathe your swords.

Free my men.

Senator Gracchus is to be reinstated.

There was a dream that was Rome.

It shall be realized.

These are the wishes of Marcus Aurelius.

Free the prisoners. Go!

Lucius is safe.

Go to them.

You're home.

Is Rome worth one good man's life?

We believed it once.

Make us believe it again.

He was a soldier of Rome.

Honor him.

Who will help me carry him?

Now we are free.

I will see you again.

But not yet.

Not yet.

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