300: Rise of an Empire

The Battle of Marathon

The film opens with Queen Gorgo of Sparta narrating the historical events that set the stage for the Persian invasion of Greece. Her narration takes us back ten years before the Battle of Thermopylae, to the plains of Marathon in 490 BCE.

King Darius I of Persia has led a massive invasion force to punish Athens for supporting a rebellion in Persian-controlled territories. The Athenian army, though vastly outnumbered, meets the Persians in battle on the fields of Marathon.

Among the Athenian soldiers is Themistocles, a common-born warrior and brilliant tactical mind who will become the hero of this story. During the chaotic Battle of Marathon, Themistocles fights his way through the Persian ranks with singular focus and determination.

He reaches the Persian command position where King Darius himself watches the battle, protected by his elite bodyguards. In a moment that will change history, Themistocles releases an arrow that strikes Darius in the chest. The Persian king falls mortally wounded, collapsing in the arms of his young son, Xerxes, who has accompanied his father to witness what was supposed to be a swift Persian victory.

Xerxes watches in horror and grief as his father dies from the wound inflicted by this Athenian warrior. Darius's final words to his son urge restraint and wisdom: the Greeks are too fierce, too united in defense of their homeland. Xerxes should never wage war against them, as such a campaign would only bring ruin to Persia.

The death of Darius forces the Persian army to withdraw, giving Athens an unexpected and legendary victory. The Battle of Marathon becomes one of the most celebrated triumphs in Greek history.

Artemisia's Past

Also present at Marathon is Artemisia, Darius's naval commander and one of the most feared warriors in the Persian Empire. She watches Darius's death with cold calculation, already planning how to use this tragedy to advance her own vision for Persia's future.

Through flashbacks, we learn Artemisia's tragic origin story. She was born Greek, the daughter of a family living in a Greek city-state. When she was a young girl, Greek hoplite soldiers attacked her home, murdering her family before her eyes and brutally raping her before leaving her for dead.

The traumatized child was taken as a slave and suffered years of continued sexual abuse and degradation at the hands of her Greek captors. She was thrown into the hold of a slave ship, left to die among corpses and filth.

However, Artemisia survived through sheer will and hatred. A Persian emissary discovered her barely alive among the dead slaves and took pity on the broken child. He brought her into his household, trained her in combat, strategy, and naval warfare, and raised her as his own daughter.

Artemisia transformed her rage and trauma into lethal skills. She became a brilliant tactician and warrior, eventually rising to command Persia's navy. However, her loyalty to Persia is fueled entirely by her burning hatred for the Greeks who destroyed her life. She does not fight for Persian glory—she fights for revenge against Greece itself.

The Birth of a God-King

After witnessing his father's death, young Xerxes returns to Persia consumed by grief and uncertainty. He remembers his father's dying words urging him never to attack Greece, but he also feels the shame of Persian defeat and the desire to avenge Darius.

Artemisia sees opportunity in the young prince's conflicted state. She approaches Xerxes and poisons his mind against his father's final wisdom, arguing that Darius died because he underestimated the Greeks and fought as a mere mortal king. She persuades Xerxes that to defeat Greece, he must become more than a king—he must become a god.

Artemisia sends Xerxes on a mystical journey through the desert to a sacred place where he can transcend his mortality. Xerxes travels for days through the wasteland until he reaches a hidden cave containing pools of an otherworldly, glowing liquid—some form of alchemical or supernatural substance.

Following Artemisia's instructions, Xerxes bathes in this liquid, submerging himself completely in the strange substance. When he emerges, he has been transformed. His body has grown taller and more massive, his skin has become golden and pierced with countless pieces of jewelry and decoration. He has become the "God-King"—the towering, androgynous figure seen in the first film.

The transformation is both physical and psychological. Xerxes now believes himself divine, immune to mortal concerns like compassion or doubt. He returns to Persia and declares that he will wage war on Greece to avenge his father, ignoring Darius's final wishes entirely.

Artemisia has successfully created a weapon of conquest driven by divine delusion and unquenchable rage.

Themistocles's Warning

As news reaches Greece that Xerxes is assembling the largest army in history to invade their lands, Themistocles—now a respected Athenian general and politician—understands the existential threat facing all Greek city-states.

Themistocles meets with the Athenian council and presents his strategic analysis. The Persian army is too massive to defeat on land through conventional warfare. However, the Persians depend on their navy to supply and support their land forces. If the Greek navy can defeat or delay the Persian fleet, the land army will be weakened and vulnerable.

Themistocles convinces the council to provide him with a fleet of warships to engage the Persians at sea, conducting naval warfare to complement whatever land battles the Greek armies will fight.

Themistocles travels to Sparta seeking an alliance with King Leonidas, knowing that Spartan military support would be crucial for Greek survival. However, when he arrives, he is informed by Dilios (the narrator from the first film) that Leonidas is consulting the Oracle about whether Sparta should go to war.

Queen Gorgo, Leonidas's wife and co-ruler, meets with Themistocles. She is reluctant to commit Sparta to an alliance with Athens, as there is historical rivalry and mistrust between the two city-states. Gorgo questions whether Athens can be trusted and whether this threat truly requires Spartan intervention.

Themistocles leaves Sparta without securing the alliance he desperately needs.

Intelligence and Preparation

Back in Athens, Themistocles reunites with his old friend Scyllias, a skilled Greek warrior and spy who has been infiltrating Persian military camps to gather intelligence.

Scyllias provides Themistocles with crucial information about the Persian forces, including detailed accounts of Artemisia's background—the story of how she was born Greek but defected to Persia after her family was murdered by Greek soldiers. This revelation helps Themistocles understand that he faces an enemy driven by personal vendetta rather than mere imperial ambition.

Themistocles also learns from Scyllias that King Leonidas has made his decision: he has marched from Sparta with only 300 warriors to hold the mountain pass at Thermopylae against the Persian land army. This news is both inspiring and troubling—Leonidas is fighting with honor and courage, but 300 men cannot hold back the Persian millions forever.

Themistocles understands that the naval campaign he is about to wage will occur simultaneously with Leonidas's land battle. The fates of both forces are intertwined.

The Battle of Artemisium Begins

Themistocles assembles his fleet—fifty Greek warships carrying several thousand warriors. Among his forces are Scyllias and his young son Calisto, as well as Aeschylus (historically a famous playwright, here depicted as Themistocles's right-hand man and closest advisor).

The Greek fleet sails to the Aegean Sea near the coast of Artemisium, positioning themselves to intercept the massive Persian navy commanded by Artemisia. The Persian fleet numbers in the hundreds of ships, creating overwhelming numerical superiority.

The Greeks cannot win through direct confrontation. Themistocles must rely on tactics, terrain knowledge, and the superior close-quarters combat skills of Greek warriors.

The first engagement begins with the Greeks rowing their warships directly into the Persian fleet with shocking aggression. Rather than maintaining defensive formations, the Greek ships ram directly into Persian vessels, and Greek warriors board the enemy ships, engaging in brutal hand-to-hand combat before quickly retreating back to their own vessels.

This hit-and-run tactic catches the Persians by surprise. The Greeks inflict significant damage before withdrawing, demonstrating that the massive Persian fleet is not invincible.

The Crevice Trap

The following day, Themistocles employs an even more sophisticated strategy. The Greeks feign a retreat, appearing to flee in panic from the approaching Persian ships. Artemisia, commanding the Persian fleet from her flagship, orders her ships to pursue and destroy the fleeing Greeks.

However, this is exactly what Themistocles anticipated. The "fleeing" Greek ships lead the pursuing Persians into a narrow crevice between rock formations—a bottleneck where the Persian ships become stuck and unable to maneuver effectively.

Once the Persian ships are trapped in the confined space, Greek warriors positioned on the cliffs above begin raining down arrows, spears, and boulders on the helpless vessels below. The trap works perfectly, destroying numerous Persian ships and killing hundreds of enemy sailors who cannot escape the killing zone.

Artemisia watches this disaster unfold and realizes she is facing a tactical genius rather than a conventional opponent. She becomes intrigued by Themistocles, respecting his strategic mind even as she plots his destruction.

The Seduction

Impressed by Themistocles's tactics and recognizing in him a kindred spirit—someone shaped by war and driven by purpose—Artemisia makes an unusual decision. She sends an envoy to Themistocles, inviting him to come aboard her flagship under a flag of truce to discuss the war.

Themistocles, curious and confident, accepts the invitation and boards Artemisia's ship, walking into the lion's den to meet his adversary face-to-face.

The meeting between Themistocles and Artemisia crackles with tension. Artemisia reveals that she knows who Themistocles is—the man who killed King Darius, the brilliant tactician who defeated her at the crevice. She expresses genuine admiration for his skills.

Then Artemisia makes her offer: she asks Themistocles to defect to the Persian side and become her second-in-command. Together, they could conquer all of Greece and beyond. She offers him power, wealth, and glory beyond anything Athens could provide.

To emphasize her offer and test Themistocles's resolve, Artemisia seduces him, and the two engage in violent, aggressive sexual intercourse that is as much combat as intimacy—a physical struggle for dominance that mirrors their military conflict.

However, after their encounter, Themistocles refuses Artemisia's offer. He will not betray Greece, no matter what personal rewards she promises. His loyalty to Athenian democracy and Greek freedom is absolute.

Artemisia, though disappointed and angered by his rejection, respects his integrity even as she vows to destroy him.

Fire and Blood

The naval battles continue with increased brutality. The Persians change tactics, employing fire as a weapon. They launch tar and flame bombs at the Greek ships, attempting to burn the fleet rather than simply sinking it through ramming or boarding.

The battle becomes chaotic as ships from both sides catch fire, the sea filled with burning wreckage and drowning men. During the chaos, an Athenian warrior kills a Persian soldier who is carrying a torch. The dying Persian falls into a pool of tar aboard one of the ships, and the torch ignites the tar, causing a massive explosion that damages vessels from both Greek and Persian fleets.

Amid this fiery devastation, a Persian swimmer carrying explosives approaches Themistocles's ship undetected. The swimmer detonates the explosive at close range, and the blast throws Themistocles into the sea.

Injured and disoriented, Themistocles begins to drown in the blood-red waters filled with debris and corpses. He is rescued at the last moment by Aeschylus, who pulls him from the water and drags him back to one of the surviving Greek ships.

As Themistocles recovers consciousness, he finds himself beside the mortally wounded Scyllias. His old friend has been struck by multiple arrows fired by Artemisia herself—a deliberate echo of how Themistocles killed King Darius with an arrow at Marathon.

Themistocles holds his dying friend as Scyllias succumbs to his wounds, another casualty of the brutal naval campaign.

Artemisia, watching from her flagship and believing that Themistocles was killed in the explosion, orders the Persian fleet to withdraw. She believes she has achieved victory with the enemy commander dead.

Devastating Losses

When Themistocles regains full consciousness and assesses the situation, he discovers the catastrophic cost of the naval engagement. Of his original fifty warships and several thousand warriors, only a few hundred men and six ships have survived the disastrous fire attack.

The Greek naval force has been decimated. They have inflicted damage on the Persians but have been destroyed as an effective fighting force. Themistocles has failed to stop the Persian navy.

While Themistocles is recovering from his injuries and mourning his losses, Daxos—an Arcadian general who also appears in the first film—arrives with terrible news from Thermopylae.

King Leonidas and his 300 Spartans have been killed. The mountain pass has fallen after Ephialtes, the deformed Spartan, betrayed the Greeks to Xerxes by revealing the secret goat path that allowed the Persians to encircle and destroy the Spartan force.

The news devastates what remains of Greek morale. The Spartans were supposed to hold the pass while Themistocles defeated the Persian navy. Now both campaigns have failed. Greece appears doomed.

Ephialtes's Shame

Themistocles returns to Athens to prepare for the inevitable Persian assault on the city. There, he encounters Ephialtes, the hunchbacked traitor who betrayed Leonidas and the 300 at Thermopylae.

Ephialtes has fled to Athens, consumed by guilt and shame over what he has done. He reveals to Themistocles that Xerxes is planning to attack and burn Athens to the ground as punishment for the city's resistance and to break Greek morale completely.

Ephialtes is drowning in regret for his betrayal. He welcomed death at Thermopylae but was spared by the Persians. Now he begs Themistocles to kill him, to end his shame and guilt.

However, Themistocles spares Ephialtes's life, seeing a better use for the traitor. He sends Ephialtes back to Xerxes with a message: the Greek forces are gathering at the island of Salamis for a final defensive stand. Themistocles wants Xerxes to know exactly where to find them, because he has a plan.

The Spartan Refusal

Themistocles travels to Sparta one final time, hoping that the death of Leonidas will have changed Queen Gorgo's position on the war. He asks her to lead Sparta's remaining forces to join the Greeks at Salamis for a united stand against Persia.

However, Gorgo, still deep in mourning for her husband and consumed by grief over Leonidas's death, refuses to commit Sparta to the war. She is emotionally devastated and politically cautious, unwilling to risk more Spartan lives after losing her king and the 300.

Themistocles understands her pain but is frustrated by her refusal. As he prepares to depart Sparta for what may be the final time, he makes one last appeal to Gorgo: he urges her to avenge Leonidas by fighting the Persians who killed him.

His words plant a seed, though Gorgo does not immediately change her decision.

The Burning of Athens

Themistocles returns to Athens to find the city being evacuated. The civilian population is being relocated to the island of Salamis and other safe locations while the military prepares for the coming assault.

Soon after, Xerxes's massive land army arrives at Athens. The God-King's forces lay waste to the city, burning buildings, destroying temples, and desecrating the sacred Acropolis. Athens, the birthplace of democracy and one of Greece's greatest cities, is reduced to smoking ruins.

Ephialtes arrives at the Persian camp during the destruction and delivers Themistocles's message to Xerxes. Upon learning that Themistocles is still alive, Artemisia is shocked—she believed he died in the naval battle. She immediately begins preparing her navy for the decisive engagement she knows is coming.

The Final Speech

At Salamis, Themistocles faces his remaining warriors—a few hundred exhausted, traumatized survivors who have watched their comrades die and their cities burn. They are outnumbered, outmatched, and facing certain death against the Persian fleet.

Themistocles delivers an inspiring speech to rally his broken forces. He reminds them that they are fighting not for glory or conquest, but for freedom—for the right of free men to govern themselves rather than kneel before a self-proclaimed god.

He invokes the sacrifice of Leonidas and the 300 who died at Thermopylae defending that same freedom. He tells them that the Spartans showed the world that even the God-King can bleed, that the Persians can be beaten, and that courage is worth more than overwhelming numbers.

Themistocles's words rekindle the fighting spirit in his warriors. They prepare for what they expect to be their final battle, determined to die fighting rather than submit to Persian tyranny.

The Battle of Salamis

The remaining Greek ships charge directly into the Persian fleet in the waters near Salamis, beginning the decisive naval engagement that will determine Greece's fate.

Despite their desperate situation, the Greeks fight with extraordinary courage and ferocity. They board Persian ships, engage in brutal hand-to-hand combat, and use their superior close-quarters fighting skills to devastating effect.

Themistocles and Artemisia both fight at the front of their respective forces, each seeking the other across the chaos of the naval battle. Finally, the two commanders meet in single combat aboard one of the burning ships.

Themistocles and Artemisia engage in an intense duel, their personal confrontation representing the larger clash between Greek freedom and Persian conquest. They are equally matched in skill and determination, neither able to gain decisive advantage.

Their duel ends in a stalemate, with both warriors wounded but neither defeated. They separate, both recognizing they have met their equal in combat.

The United Greeks

As the battle rages and appears to be turning against the outnumbered Greeks, an extraordinary sight appears on the horizon: a massive fleet of warships approaching from multiple directions.

Queen Gorgo has arrived, leading not just Spartan ships but a united Greek navy representing numerous city-states—Delphi, Thebes, Olympia, Arcadia, Sparta, and many others. Themistocles's words and Leonidas's sacrifice have finally united the fractious Greek city-states against their common enemy.

The reinforcements turn the tide of battle dramatically. The combined Greek fleet now matches the Persian navy in numbers and far exceeds it in fighting spirit and tactical coordination.

Xerxes, watching the battle from a cliff overlooking the sea, witnesses his navy being defeated despite its size and power. The God-King realizes he has suffered a decisive naval defeat. Without naval superiority, his land army cannot be properly supplied or supported.

Xerxes makes the decision to turn back—to withdraw his naval forces and acknowledge defeat at sea, though his land army will continue its march through Greece.

Artemisia's End

Even as the Persian fleet begins to withdraw in defeat, Artemisia refuses to retreat. Consumed by rage and hatred, she launches a final attack on Themistocles, determined to kill the man who has ruined her plans and defeated her fleet.

Artemisia and Themistocles fight one final time. However, this encounter ends differently than their earlier stalemate. Themistocles manages to stab Artemisia, delivering a mortal wound.

The Persian naval commander collapses, her quest for revenge against Greece ending in failure. She dies knowing that the Greeks have triumphed over the massive Persian navy she commanded, and that her vision of conquering Greece has been destroyed.

The United March

With the naval battle won and Artemisia dead, Queen Gorgo and Themistocles stand together on the blood-soaked battlefield. Dilios, the Spartan warrior who narrated the first film, joins them.

Themistocles, Gorgo, and Dilios address the united Greek army—land forces and naval warriors standing together, representing all the Greek city-states united for the first time in their history.

The film ends with this united Greek force marching to engage the Persian land army. The naval victory at Salamis has given Greece hope and unity, though the war against Xerxes's land forces will continue.

The camera pulls back to show the massive Greek army advancing together—Spartans, Athenians, Arcadians, and warriors from every Greek city-state marching side by side under a unified command.

Greece has survived the Persian invasion through sacrifice, courage, and finally, unity. The rise of the empire—Persian dominance over Greece—has been prevented, and Greek civilization will endure to shape Western history.

The ending's arrival of united Greek forces led by Gorgo validates that Leonidas's sacrifice at Thermopylae achieved its purpose of inspiring Greek unity, with the naval victory at Salamis demonstrating that the 300's land battle bought time for Themistocles's naval strategy to succeed. The two campaigns complement each other as parts of coordinated Greek resistance.

Artemisia's death at Greek hands represents poetic justice for someone whose life was destroyed by Greeks, with her quest for revenge ultimately failing because her hatred blinded her to the strength that Greek freedom and unity could generate. Her tragic origin doesn't justify her actions but explains how trauma can perpetuate cycles of violence.

Xerxes withdrawing after naval defeat while his land army continues demonstrates that even autocratic god-kings must acknowledge strategic reality, with his immortality myth shattered first by Leonidas's spear drawing blood and then by Themistocles proving Persian forces can be outmaneuvered and defeated. His retreat signals recognition that conquest has limits.

Gorgo leading the united fleet rather than simply sending troops positions women as active participants in Greek resistance despite patriarchal society, with her political leadership at home and military leadership at Salamis demonstrating capabilities beyond the traditional female roles. Her arc complements Artemisia's, showing two powerful women on opposite sides.

The film ending on the united Greek march rather than showing specific battle outcomes emphasizes that victory came through cooperation between rival city-states overcoming historical divisions, suggesting political unity matters more than individual military triumphs. The march represents Greek civilization's survival rather than any single battle's result.

Is 300: Rise of an Empire historically accurate?

Like the first film, Rise of an Empire is based on Frank Miller's graphic novel and takes significant creative liberties with history. The Battle of Artemisium, Battle of Salamis, and Battle of Marathon did occur, and Themistocles and Artemisia were real historical figures. However, Artemisia was not a Greek rape victim seeking revenge but a Carian queen allied with Persia. The mystical transformation of Xerxes and many battle details are fictional dramatizations.

Did the events of Rise of an Empire happen before, during, or after the first 300 film?

Rise of an Empire occurs simultaneously with the first film's Battle of Thermopylae, with flashbacks to earlier events (Marathon) and continuation beyond Thermopylae to Salamis. The naval battles Themistocles fights happen at the same time Leonidas is fighting on land, creating parallel narratives that converge when Gorgo brings Greek reinforcements after Leonidas's death.

Was Artemisia really a woman commander?

Yes, Artemisia I of Caria was a real historical figure who commanded ships in Xerxes's navy and participated in the Battle of Salamis. Ancient sources including Herodotus describe her as a skilled naval commander whose tactical advice Xerxes valued. However, her backstory in the film (being Greek, raped, seeking revenge) is entirely fictional—historically she was a Carian queen who allied with Persia voluntarily.

What happened after the Battle of Salamis?

The Greek victory at Salamis (480 BCE) crippled Persian naval power and forced Xerxes to withdraw much of his army to Persia, though he left forces in Greece under general Mardonius. The following year, the united Greek army defeated these remaining Persian forces at the Battle of Plataea (479 BCE), shown beginning at the end of the first film, permanently ending the Persian invasion of Greece.