Tag Archives: independent film production


Guest Blog Post Written by Film Finance Attorney, John Cones. With over 23 years experience in Los Angeles, John Cones is a film finance attorney, author and lecturer working in the broad field of film finance with a focus on the legal work associated with investor-financing of independent entertainment projects (primarily independently produced feature and documentary films) and business start-ups. Film finance legal services include investor financing of independent film; film finance contracts, film finance books, film finance articles, lectures and seminars.

In my 30-year practice as a securities/entertainment attorney, working with independent film producers seeking to obtain film finance from private investors, some of these producers have from time to time raised the question (or possibility) of financing some or all of the production costs of their film through foreign pre-sales. This method of film finance has been around for many years and, in fact, is actively (and sometimes aggressively) promoted by certain people in the film industry because it is financially beneficial for them. These people include (1) individuals who work for the banks that make such loans (entertainment lenders), (2) individuals who work for the completion bond companies (since all of the entertainment lenders require completion bonds on films financed in this manner), (3) the foreign pre-sales agents who represent the independent producer’s film package at the film markets (e.g., Cannes in the South of France, the American Film Market in Santa Monica, the European Film Market in Berlin and the Toronto Film Festival and Market, among others) and (4) the territorial distributors themselves. Sometimes, entertainment attorneys and/or producer’s reps may also play a role in helping a film producer put together the pre-sales package designed to attract the interest of these territorial distributors.

All of these folks have a financial incentive to promote foreign pre-sales. They are regularly and actively involved in writing articles and books, along with giving lectures or appearing on film finance panels, promoting how wonderful the foreign pre-sale transaction is for financing some or possibly all of your proposed film’s production budget. They tend to overlook the disadvantages of this form of film finance. It is not in their interest to point that out. And unfortunately, most independent producers are not sophisticated enough or willing to ask the more difficult questions relating to foreign pre-sales. Thus, this article presents the other side of the issue, in an effort to counter-balance this ongoing wave of information, and sometimes misinformation, offered to filmmakers every year by the foreign pre-sale crowd (i.e., you don’t hear much about the downsides of foreign pre-sale financing in film school, or even in Hollywood for that matter, because most people with expertise in foreign pre-sales benefit from such transactions and are interested in persuading filmmakers to pursue this approach to film finance, even though the results do not necessarily benefit the producer, or any others who rely on or participate in the producer’s share of a film’s revenues).

Financial Conflicts of Interest – One of the earliest problems to be encountered by the independent film producer in seeking foreign pre-sales financing for their films is the fact that all of these people want to be paid and, of course, should be paid, but they all get paid before the producer, and anyone else relying on a share of the producer’s profit participation. In other words, all of these people benefit financially from the foreign pre-sale transactions before the film’s producer ever sees a dime in profit participations, so their financial interests are not necessarily aligned with that of the producer. In many instances, they could care less whether the actual release of the film generates any profits, since they’ve already made their money. Thus, all of these people have a financial reason for promoting foreign pre-sales that is quite independent of whether the film deserves to be produced in the first place, or whether the film will result in a profit for the producer.

Development Costs – Secondly, putting together a film package that will attract the interest of territorial distributors typically requires a significant expenditure of money. There may be costs associated with acquiring the underlying rights to a story, or rights to a script. In order to get a professionally-prepared and reliable production budget, a fee may need to be paid to an experienced line producer.

Attachments – The most expensive item of all, however, is the cost associated with attaching elements to the project. It is extremely difficult to attract the interest of territorial distributors in a film project without recognizable names attached, either for the lead roles and/or the film’s director. If these individuals have enough name recognition to add value to the film project, they are also most likely to be at a point in their careers to demand at least a non- refundable deposit in exchange for the commitment of their time. In other words, if they are actually committed to appear in or work on your film, they have to contractually block out a specific time period on their own calendars, and turn down any other work opportunities that conflict with that time commitment. They and their agents want to be compensated for that commitment. And typically, if there is no money at risk (i.e., the producer is subject to losing the non-refundable deposit if the production costs of the film are not ultimately raised) then there is no attachment – no firm commitment), and it is horribly inappropriate to run around Hollywood saying you have some name actor attached, when you really do not.

Most independent film producers do not have the cash on hand to cover these preliminary (i.e., development costs). That’s one of the reasons why we often see wealthy individuals get involved in helping to finance this stage of a film project. They have the money and are willing to assume the risk – at least somebody was able to talk them into assuming this risk. In the alternative, an independent producer could conduct what we refer to as a “development offering” to investors, where the money needed for the development costs, script, budget, attachments and other expenses are raised from passive investors. This allows the producer to avoid having to pay out of pocket for these development costs and tends to spread the risk amongst a larger group of passive investors. Such offerings typically however, involve the sale of a security, and the producer will need to associate with a securities attorney in order to properly conduct such an offering. That’s another article.

Foreign Pre-Sales Agent Expenses – So, let’s say you are able to assemble an attractive film package, with a commercial script (and you have a clean and demonstrable chain of title), a professionally-prepared production budget and a legitimately attached recognizable name director and lead actors (the basics), along with a one-sheet, poster, trailer and/or pitch deck (the additional bells and whistles that may be helpful in marketing your film package to prospective territorial distributors), and you want an experienced and reputable foreign sales agent to represent your film package at one or more of the film markets. That will also cost money. There are fees to be paid to the film market to both attend, and for the right to set up shop at the market and promote your film package, in addition to the expenses to be incurred by the foreign sales agent (travel, hotel, meals, entertainment, etc.) that need to be covered.

Another Conflict of Interest – This is a tricky area. Is it possible that some foreign sales agents who agree to represent the film packages of more than one independent film producer at the same market, will inflate their estimated expenses, or worse, ask each producer to cover 100% of the foreign sales agents expenses, thus creating a situation in which the foreign sales agent is making money by double or triple-dipping into several producers’ pockets for the same expenses? How does a producer prevent either of these problems from happening? And, how does a producer know that the foreign sales agent is making his or her best effort in representing the producer’s film package as opposed to the other film projects the foreign sales agent is also representing, at the same market? Again, we have a conflict of interest – not uncommon in the film industry. I don’t know whether you’ve noticed or not, but the film industry has long been a haven for a lot of sleazy people – scam artists of all sorts and every background (see my book Hollywood Wars – How Insiders Gained and Maintain Illegitimate Control over the Film Industry). So, your best judgment is under great pressure in these circumstances, when you are trying to select a reputable foreign sales agent, and trying to monitor whether he or she is acting in good faith on your behalf. Here’s a tip! Contractual language won’t prevent an unscrupulous foreign sales agent from engaging in such behavior, and your after-the-fact remedies are quite limited.

Ok but let’s assume that you have somehow come up with the money to pay for the development of your film package, you have the script, budget and attachments, and you have avoided the potential problems associated with the foreign sales agent and their representation of your film project at one or more film markets, and your film package is actually getting interest from some of the territorial film distributors in the top ten foreign film markets (i.e., countries). Now, you may be confronted by a whole new set of problems.

Market Fluctuations — First, we have to consider that the market for pre-sales comes and goes as the economies of various foreign territories weaken or strengthen, and as the number of available films in the marketplace in any given year increases or decreases. You cannot rely on what happened last year or the year before in any given territory.

Buyer’s Market — So long as there such a great disparity between the number of films produced and the number and capacity for distributors to distribute, the market will be a so-called buyer’s market for distributors. That tends to give more leverage in pre-sale negotiations to the territorial distributors, and they typically do not hesitate to take advantage of that disparity in negotiating power.

Increased Distribution Costs Make Pre-sales Less Practical — Fractionalized and split- rights agreements have become less practical in recent years because of the increasing relative cost of U.S. theatrical distribution. You might want to check out the list of distribution expenses attached to a distribution deal (see sample film industry agreements at www.filmfinanceattorney.com).

Cost-Value Trends do not Favor Fractionalized Pre-sales – As film production and distribution costs have increased, the percentage of revenue generated through a film’s domestic theatrical release has been reduced in relation to other media or territories. In addition, as the value of ancillary rights has increased, domestic theatrical distributors have been more likely to insist on requiring the domestic ancillary rights as part of any domestic theatrical distribution deal.

Domestic Theatrical Release Creates Value in Other Markets and Media – Also, the domestic theatrical distributors point out that their expenditures on advertising and publicity helps to create value for a film in the other markets; thus, in all fairness, they should be allowed to participate in those markets.

More Offers Means Less Reason to Pre-sell – Theoretically, the more value a film is presumed to have, the higher the offers distributors and ancillary buyers are willing to make to keep their competition from buying the same rights. But the more offers the producer gets for ancillary rights, the more confident the producer can be that the film actually has value and that all rights can subsequently be sold to an important distributor.

Foreign or Fractionalized Pre-sales May Eliminate Domestic Distributors – U.S. theatrical distributors often insist upon all or substantially all rights to help cover recoupment not only of advances to the producer, but also their increased distribution costs. That is, any ancillary right that has significant value will be demanded by the domestic theatrical distributor as a prerequisite of distribution. Thus, the producer who pre-sells any of the rights (e.g., territorial or specific media) to a film runs the risk of pre-selling the film out of a domestic theatrical release. And since these other rights will probably require a domestic theatrical release at a specified level (e.g., number of theatres), if there is no domestic theatrical release, then these pre-sell agreements are likely to be voided.

Pre-sales Bring Lower Prices — We have to recognize that territorial distributors know their market better than the independent producer, or the foreign sales agent. They have a much better idea how much money they could possibly make by distributing your film in their country, but to hedge their bets, they are not going to offer you (the film’s producer) top dollar for those rights. They are going to low-ball you. The reality is that such distributors are considering several films to fill their distribution slots for the year and on the whole, we’re producing way too many films each year. As a result, the price that a buyer is willing to pay before seeing a prospective film will generally be less than that which the same buyer would pay for the same film as a completed motion picture. These territorial distributors want to be assured that they will make a profit off of your film.

Giving Away Your Film’s Upside Potential — Film production companies relying on pre- sale strategies may succeed in reducing but not eliminating their downside risk, while giving away much of a film’s upside potential. Why do we say that? (see Collection Difficulties below)

Collection Difficulties — Pre-sales are based on contingencies, for example, the actual collection of moneys due from the providers of pre-sale contracts have turned out to be difficult in many instances – often more difficult than collecting from domestic distributors. In other words, by agreeing to a minimal distributor advance (payable upon delivery of the completed film to each territorial distributor) that is likely to be all of the money you’ll ever receive from that territorial distributor for that country. So, in effect, by engaging in a foreign pre-sale transaction, you have effectively given away your upside potential for being paid any profit participation for the exploitation of your film in that country – one of the top ten film markets in the world). If you combine that with half a dozen other such territories, you’ve given away a significant part of your potential profit. If you’d like to see many of the reasons why it is difficult to collect profit participations from any film distributor, take a look at the monograph “337 Business Practices of the Major Studio/Distributors”. So, when you are talking to foreign sales agent, ask the question: “Can you refer me to some of your former producer clients who have actually collected profit participations from that particular territorial distributor or in that territory?”

The “A”Picture Dilemma — Many industry observers today suggest that it is difficult to pre-sell rights in major markets around the world without an extremely strong film package, the so-called “A” picture. On the other hand, if a producer has an “A” picture, why should it be necessary to seek pre-sales? Furthermore, the stronger motion picture package will generally require more money to produce; therefore, more pre-sales will have to be made. In addition, the stronger the pre-sale package is, the more money it will take to obtain the firm commitments from talent.

Takes too Much Time — Since it generally takes much more time to contact and negotiate with multiple interested buyers of pre-sold rights in the various media and territories, producers using pre-sales may encounter a lengthier time lag between the start of their pursuit of pre-sales and the start of production than some other forms of film finance. Of course, this further complicates the attachment problem, since you’ve had to commit in advance to a specified start date in order to obtain the firm commitments from talent.

Higher Cost of Capital — Companies relying on pre-sales will inevitably have a relatively high cost of capital compared to some other forms of film finance. For example, in a foreign territory pre-sale, the entertainment lender’s principal, interest and fees are collected out of the distributor advances upon delivery of the completed film. Some completion guarantors charge an up-front fee (based on a variable percentage of all production costs other than the contingency, interest and finance costs) and agree to rebate a portion of it to the producer if no claims are made after the film is delivered. This is sometimes referred to as a “no claims rebate.” Also, as noted earlier, the sales agent’s expenses may have to be advanced prior to his or her attendance at markets and the sales agent’s fee will typically be recouped out of the film’s revenue stream, in addition to the costs and fees of the foreign distributor, before the producer will receive payments, if any, beyond the producer’s advance.

Only Part of the Financing Needed – Generally, foreign pre-sales can only provide a part of the total financing of a film’s budget. Thus, in addition to spending the time and effort developing some expertise in and pursuing this form of film finance, a producer will also have to spend time and effort developing some level of expertise in and pursuing other forms of film finance to cover the entire budget.

Contractual Quagmire — From a contractual point of view, it is difficult to coordinate the various contractual concerns of the bank, the completion bond company, the producer and the various media and territories when negotiating and drafting multiple pre-sale agreements. If you are paying your attorney on an hourly fee basis, this could get expensive.

Default Disaster — If a licensee (i.e., the pre-sales purchasing entity or buyer) sees a rough cut of the film and decides it is so much worse than expected (or otherwise unsatisfactory), the buyer may notify the producer that it will not be paying the balance of the minimum guarantee and will forfeit its deposit, if any. In that event, the bank may demand that the producer repay the loan, and the producer may have to seek payment from the distributor. If the producer fails to repay the loan, the bank might foreclose on the negative if it took a lien as further collateral, or attach the film and its proceeds even if it did not have an original lien.

Simply not Available — As noted earlier, the availability of foreign pre-sales varies from year to year depending on larger economic issues in each of the countries that traditionally offer such pre-sales. As an example, as the marketplace generally is flooded with more and more feature films, it becomes less necessary for distributors in foreign territories to pre-buy the rights. They may opt to simply wait until the films are completed.

Survival of the Weakest — Pre-sales often support projects that perhaps could not and should not otherwise have been made; thus, producers seeking pre-sale commitments may be looked upon with disfavor in some segments of the industry.

Reversion Rights and Library Values — When pre-selling rights to a film in various markets and media, the production company or its attorney must be careful to coordinate provisions relating to the reversion of such rights to the producer following exploitation of the film in such markets and media. If not, the film is likely to have less value as a library asset, and confusion over the status of such rights may make it difficult to include such film in the sale of a production company’s film library.

Macroeconomics — Feature films financed in this manner increase the number of films produced in a given year and thereby increase the demand for, and thus the cost of, various film elements that are theoretically in limited supply (e.g., screenplays, directors, actors, sound stages, etc.). Also, since there are more films produced each year than there are capable and willing distributors available to distribute, the oversupply of films contributes to a significant imbalance in the bargaining strength between producers and distributors.

Losing in the Long Term — Over the long term, the relatively few films that are highly profitable for a producer using pre-sale strategies are likely to be insufficient in number or in degree of success to recoup the losses of the firm’s many non-profitable projects. In other words, the thinner potential profit margins of pre-sold films make it less likely that such a production company will financially succeed in the long run (see the study by David Royal, “Making Millions and Going Broke, How Production Companies Make Fortunes and Bankrupt Themselves”, American Premiere, November/December 1991).

Conclusion – So, what sort of conclusion can we possibly draw from these counter-points to the constant promotion of foreign pre-sales as a film finance method? One friend, in his peer review, suggested that he was relieved to learn that there are only 26 reasons to avoid foreign pre-sales, when there are 43 ways to finance his feature film. In effect, however, this article is written as a response to the suggestions made from time to time by some of the people involved with foreign pre-sales, that there are a lot of problems with investor financing of independent films. As my book points out, there are advantages and disadvantages to every form of film finance and none are easy. But, if you are bound and determined to pursue the foreign pre-sales, at least, this article may serve as a checklist of problem areas that need to be addressed and hopefully resolved. Good luck!

* This article is partly based on a section in my book 43 Ways to Finance Your Feature Film, Third Edition (Southern Illinois University Press).

Feedback – As you might expect, I did get some push-back on the above article. Here are a couple of the points made in defense of foreign pre-sales:

Point 1: First, I’ll quote one of the responses: “For most independent producers it is nearly impossible to fund 100% of the budget with equity”. This is the same sort of film industry myth that the foreign pre-sales promotion group has used for years. It’s the reason I wrote the above article. It is wildly speculative. We have no idea what “most independent producers” are capable of. On the other hand (and as a matter of fact), 62 of my independent producer clients have done exactly what this person claims is “nearly impossible”. They raised 100% of their feature and documentary film funding from investors (equity financing) for film budgets ranging from $100,000 on the low end to $20 million on the high end. Secondly, nobody said that 100% of these budgets have to be raised from investors, after all, the same tax incentives that are available to be combined with foreign pre-sales are also available to be combined with investor financing.

Point 2: Another responder suggested that knowledgeable filmmakers seeking a foreign pre-sale based production loan do not rely on after-the-fact profit participations. That instead, they inflate the budget of the film for purposes of obtaining the loan, then figure out ways to produce the film for less and pocket the balance as producer profit. Of course, he does not consider whether this amounts to bank fraud, or if some passive equity investors are also involved for a portion of that same budget, whether such misleading information rises to the level of securities fraud. Good luck with that.

Mr. Cones’ film finance related consulting concerns the choice of finance method as well as the choices relating to: form of production company, investment vehicles for raising investor funds, the advantages and disadvantages of securities versus non-securities offerings (passive investor versus active investor), federal and state securities law compliance, proper marketing of the offering, use of the Internet and expanding the pool of prospective investors for private placement offerings. In addition, he works with producer clients in developing the associated financial projections for such offerings, in preparing and submitting state and federal notice filings, creating the selected entity, box office comparables and other disclosures required to be included in the securities disclosure document (PPM, offering circular or prospectus).

In addition to the above, Mr. Cones has prepared film finance offering disclosure documents for feature film development, packaging, production, completion fund and distribution activities. His experience extends as well to live stage plays, infomercials, television pilots, music projects and other business start-up and project financing needs. Lastly, his work encompasses the preparation of film finance business plans for active investor solicitations, as well as the conduct of limited liability company, limited partnership and corporate stock offerings.

His producer client film finance offerings have successfully raised the investor financing to produce some 57 feature and documentary films (see Filmography).

He is also the author of seven books relating to film finance and distribution (see Books) and numerous articles on related subjects (see Articles). For 15 years, he has also answered thousands of questions from independent filmmakers all across the country at his question and answer website focused on Film Finance: Investor Financing of Independent Film (see Finance Forum).

Mr. Cones typically works on a modest flat-fee project basis with more than half of the fee deferred to be paid out of the offering proceeds. Filmmakers may request information relating to film offering disclosures, an engagement letter and fee schedule at jwc6774@gmail.com.

John Cones is a member of the California and Texas Bar Associations.

Presented with permission from John Cones. http://www.filmfinanceattorney.com/

Animatic, Effective Pitch and Pre-Vis Tool


Traditional techniques for pre-production on anything intended to be filmed, such as a potential TV show or movie is simply to have a script or treatment of it. Nowadays, that’s just not enough to get people to see your vision behind a project and get excited about your potential production. In some cases, the project has to have more documentation, maybe a show bible if it’s a TV show or drawings for a movie. It’s the paintings of Ralph McQuarrie that got 20th Century Fox excited about Star Wars in 1976, for example.original concept for star wars

An effective modern tool for pre-visualization is the animatic. This usually is done for pre-production on a film as a way to perfect the sequence in an inexpensive medium, rather than on real footage that can be very expensive to edit into a working piece of film.  Storyboarding usually comes first as a visual tool.  The storyboarding stage may be followed by simplified mock-ups called “animatics” to give a better idea of how the scene will look and feel with motion and timing. At its simplest, an animatic is a series of still images edited together and displayed in sequence with rough dialogue (i.e., scratch vocals) and/or rough soundtrack added to the sequence of still images (usually taken from a storyboard, for example this one below from the Towering Inferno — I show more in a blog post for Towering Inferno here) to test whether the sound and images are working effectively together.Towering inferno storyboard

Now, that’s where pre-production uses the tool, but recently the tool has become very handy as a “pitch” tool.  If a writer wants to show a network, studio or production company the merits of their story, they could create a trailer, or pitch video as a way to get them excited about the script’s potential. Amazon Studios is one of the few studios who uses the new techniques very effectively. We wrote a version of a story a few years ago called, Zombies Vs. Gladiators that we were very proud of. It’s an action packed Zombie origin story set in the rise of the Roman Empire (click here to see the screenplay). Here is a simple animatic test we made to visualize a part of a storyboard we were working on for the script.[fliiby]https://flii.by/file/05b7gukqlow/[/fliiby]

We also did a teaser trailer for the script which we liked very much and seemed to get the most favorable views and reviews from the readers and studio personnel that saw it, but it eventually was passed on and they never pursued it further. Here’s that if you would like to see it:[fliiby]https://flii.by/file/kz64fl7ib4f/[/fliiby]

Over the years, we’ve also developed a lot of pre-vis videos and documents for a feature film we are still actively pursuing based on our Emmy- award winning short film Reveille, called Capture the Flag. We have information about that on our “In Development” page. We have a poster mock-up for example. But since the film is still being pitched actively, I can’t show you a lot of those materials (unless you’re an executive or producer then contact us on the contact us page and I will let you see more). But I can show you two small clips of animatics that we developed as a few more examples how the animatic tool can be effective in creating a simple visual, that once added with the proper music and dialogue by professional actors can be effective in getting people to read your script or bible. Now with that said, all levels of the pitch should be strong…good writing and strong follow through on a query letter, treatment, show bible, script, storyboard, animatic, trailer, and verbal pitch, is still crucial in order to be picked up.[fliiby]https://flii.by/file/z3d1m9h1ysa/[/fliiby] [fliiby]https://flii.by/file/fxnxjvcn76k/[/fliiby]

Zombies Vs. Gladiators, The Brothers Ink Draft


Five years ago, Adam and I wrote a draft of Zombies Vs. Gladiators for Amazon Studios that never got picked up for option. We had a lot of fun with the process and I feel we came up with a pretty dang good script.  Since the film will never see the light of day, I thought it would be interesting to make our draft available to people interested in the craft of screenwriting, so it can be viewed as intended, as a great writing sample and fun action flick.

Here’s the trailer we made for the script with artist Mike Patch:

Our description of the script:

Followed the Amazon Studio notes. Very tight, taunt version. Huge adventure, Raiders or Mummy. Zombie origin story, based on Roman Mythology and with historical references. War breaks out between the Senate and Flavius, with Titus and Lavinia, both kickass Gladiators, in the middle with a little time for a budding romance. We broadened the concept to be an epic 4 quadrant franchise-ready film.

We even did a really cool animatic clip with Mike Patch:

Apparently, after all this, Amazon Studios, hired horror master Clive Barker to write and direct a version of Zombies Vs. Gladiators in 2012, but we are still waiting eagerly for his film to be produced. Barker is a prolific novelist and artist, who has made frequent forays into film. He directed 1987’s Hellraiser, based on his novella The Hellbound Heart; he adapted and directed Nightbreed from his short story Cabal in 1990; and he executive produced 1992’s Candyman and its sequel Candyman 2: Farewell to the Flesh. In 1998, he executive produced Gods and Monsters, which won an adapted screenplay Oscar for Bill Condon.

Here’s the screenplay (warning, this is not in proper screenplay format as WordPress is limited in it’s formatting, but is posted here for your possible reading enjoyment):


Ancient Rome.  The center of the known world.  Buildings sprawl out in a majestic cityscape.  A defensive structure — The Aurelian Walls — rings the city.  At its center sits the massive oval of the Roman Colosseum.


Ext. Rome – comitum – establishing

Within the Roman Forum lies the Comitum, the center of public activity in Rome, where an open market is bustling with PEOPLE.

Ext. Rome – Street market – day

Two RUNNERS race through the crowded streets.

TITUS, (20) a strapping man, larger in stature than the average person, is clearly in the lead.  He dodges effortlessly through a FAMILY carrying bags of grain.

He looks back to see RUNNER #2, push his way through the same family.  Grain spills out everywhere and the family scrambles to save every precious piece.

Runner #2 is visibly tired and sweating profusely.  He looks forward at Titus and smiles when he recognizes something ahead of them.

Titus turns just in time to dodge a curved dagger that swings out at him from a robed COMBATANT.

Titus and Combatant #1 spar long enough for Runner #2 to pass them.  Runner #2 laughs.

Runner #2

We both can’t be Champions!

Titus looks to his assailant and then to Runner #2, who waves at him and then disappears around a corner.

Titus focuses back on Combatant #1.  He slowly advances, calculating his every move.

Quickly in one swift motion he disarms his assailant.  He throws the dagger to the ground.

Combatant #1 screams in rage and rushes Titus, who simply moves out of the way.  Titus uses the man’s momentum and imbalance to push him into a nearby pottery display.  Combatant #1 goes crashing into the booth head first.  Amidst the chaos, Titus continues his race.

ExT. rome – market center – day

Rounding the corner, Titus runs to an open market area with PEDDLERS displayed around the edges with an open area in the middle.

There is a local well there with a line of PEOPLE with water containers waiting for their turn.

Titus immediately sees that Runner #2 has stopped on the far side.  He is talking to another MAN.

Runner #2 is surprised to see Titus.  He points from the other man to Titus and then runs off.

The other man, COMBATANT #2, pulls a longer dagger from his sheath and advances on Titus.

Titus stops running and prepares himself for a fight.  They circle each other, and just before Titus leaps…

A ceramic pot crashes over his head. Titus is visibly dazed.  He turns to find Combatant #1 holding the broken pot.

Titus struggles to remain conscious. He steps over to the well and grabs a wooden bucket from a small BOY who has just finished filling it. Titus dumps the water over his own head.

Feeling a bit better now, he shakes the remaining water off.  He faces the two combatants, ready for the next melee.

Combatant #2 rushes forward with his long dagger.  Titus blocks the knife lunge with the wooden bucket and then swings back to smash Combatant #2 square in the face. The man goes down in an unconscious heap.

Combatant #1, not learning from his first experience, yells again and rushes Titus.

Titus sighs and sidesteps. Titus again uses the mans momentum and imbalance to push him into the well.  Combatant #1 flips over the edge and splashes into the water far below.

Titus looks around to find a small CROWD has now gathered to witness the action.

He smiles briefly and hands the bucket back over to the small boy.  The boy holds the bucket like a prize.

Titus runs off.

Ext. Rome – edge of the city – day

Titus sprints through the streets dodging through congested areas.

He reaches a clearing in the buildings and sees Runner #2 in the distance.

Runner #2 is halfheartedly making his way to the edge of the city. He stops in front of a skinny OLD MAN and snatches a sheep skin water bottle out of his hands while he was drinking.  Water spills out over the Old Man’s face.


Hey, that’s my water…

Runner #2 goes to take a drink, but looks over to see Titus sprinting to close the gap.

Startled, he drops the bottle and runs into the Old Man, knocking him down.

Panicky, Runner #2 runs exhausted.  It’s as effective as running in quicksand.

Titus gets to the Old Man and reaches down to help him to his feet.

Titus sees Runner #2 struggle to run about 100 yards away.  He reaches over to a nearby stone bird feeder and rips the top off.  He takes a moment to measure his distance.

Then, suddenly he spins and releases the stone like a seasoned discus thrower.

Runner #2 reaches a slight rise in landscaping and sees his goal ahead.  He turns and smirks back at Titus just as…

The stone strikes him flat on the forehead.  He goes down in a clump of bushes.



Titus jogs up the rise and stops to take a look.

Runner #2 is out cold.


A Champion is in here.

Titus points to his chest and runs off.

Ext. Rome – Outskirts of the city – Day

A small CROWD is gathered in the center of what appears to be a makeshift training area.

Everyone is milling around aimlessly.  Much of the crowd seems to be fixated on a point just over the hill.  They are waiting on the return of their runners.

TIBERIUS, (20) younger, thinner, and shorter than his Brother Titus, lays prone on his back under the shade of a tree. He’s got a cloth over his eyes, resting.

A hefty man, LARS, in a dirty brown robe walks over with a few of his BUDDIES and kicks Tiberius in the heel.


Their return is upon us.  I want to see your face when my Champion bests your man.

Tiberius doesn’t stir.

Lars (CONT’D)

Rise, lazy one.  You have been unconscious since their departure four hours ago.  Do you not have faith in your runner?

Lars takes an apple out of a food bag on his waist.  He smiles to his friends.

Lars (CONT’D)

An apple to the head will get his attention.

Lars throws the apple at the sleeping man’s head.  Tiberius suddenly catches it without removing his blindfold.  He takes a big bite out of it.


Thank you for the refreshment.  I was feeling a bit empty.

Tiberius gets up and Lars moves forward irritated.


You mock me.


With zeal.


You shall regret your actions when your so called, “Champion” is beat.


For one thing, Titus never loses, for another, you may tell him yourself for he is here.

Lars and the others spin around to see Titus jogging over the crest of the hill.  He heads towards the gathering.

Titus gets to the group and is greeted like a Champion.  Titus finds Tiberius.

Tiberius (CONT’D)

What kept you Brother?


Why do you never greet me with water?


I got you an apple.

Tiberius tosses the apple to Titus.  Titus examines it and notices the bite.

Lars pushes his way through the well wishers.


Where is my runner?


I believe he’s napping somewhere.


Like the Rabbit in Aesops Fables?


Something like that.

Tiberius holds out his hand.  Lars looks to the crowd as if to protest.  He reaches into his money pouch and reluctantly hands over two gold coins to Tiberius.


As I said before the race…

Titus puts his hand on his Brother’s arm to stop him. Tiberius ignores him and raises his voice for all to hear.


My Champion has never tasted defeat.  He has the speed of Atlanta.  The strength of Hercules.  The stamina of Atlas.  And the skill in combat as of Mars himself.

The crowd gasps at the notion of a mortal being compared to a God.  Tiberius plays to the crowd and has them all eating out of the palm of his hand.

Titus pulls him aside.


We’re done here Brother.  You have your reward.


Look at this gathering.  Fortune smiles on us.


Let us move on before it changes.


I believe in you.  Even if you don’t believe in yourself.  What have I always told you?


That a Champion is here.

Titus points to his heart.


Why do you act like you’ve forgotten?


I just ran a marathon.


A stroll for you, for you have the heart of a true warrior.  Brother, I need you to do this.  Then we stop. I promise.


Then we head to Crete?


Yes, Brother, then we feed your wanderlust.  Someday soon. We’ll need to find a place to settle.


Then Brother, may I honor you today.


That’s the Champion spirit.

They return to the crowd.


Is there not one among you that can best my Champion?


I have one.

The small crowd goes silent.  The group looks around to find that they are surrounded by the CELERES, the Royal Guards.

CAESAR FLAVIUS (40) the Emperor of Rome, is sitting tall atop a beautiful white steed.  All eyes are glued to the Roman Emperor, shocked and frightened by his sudden appearance.

The entire group kneels immediately before their Emperor.

Flavius dismounts and steps forward.  Two of the Celeres follow closely behind him.  Other Royal Guards wade through the crowd at various strategic positions.

Flavius reaches the center and stops between Tiberius and Lars.


You may rise.

Cautiously the crowd obeys, many with their heads still bowed.

Flavius smiles with devilish delight.


I’m at the East Wall, an impromptu inspection of the troops and our security, you see.  Unnecessary really, but it’s required.  I’m there when someone suddenly tells me that there was an event going on in the city.  A race, of some sort.  I am unaware that such an event occurred without my consent.  This can not be, I replied.  Oh, I assure you my Lord, for they saw with their very own eyes.  I do not like to be wrong, so I came to see for myself.  This makes me look bad, very bad indeed, for I and only I can sanction such gatherings.  Punishment by imprisonment, I believe.

Titus’ gaze slowly catches Tiberius’ eye.  Flavius catches this slight movement.

Flavius pauses dramatically.  No one dares take a breath.


Alright, I sanction it.

Flavius smiles widely and chuckles.  The crowd takes a breath and laughs with him relieved.


What fun!  Now where were we…  Oh yes, what will be our next challenge?


Sir, with all respect, my Brother and I must be on our way, we’ve already delayed…


You will have all day, if I say you have all day.  And if this challenge is over then it has not been sanctioned.  Shall we imprison everyone now?

Flavius waves his hand and the Celeres, begin to close in, in unison.


Sir, we’re ready for more challenges, of course.


Ah, so this is the Brother, of which you speak.  Your Champion seems reluctant, or maybe just worn out.


He can beat any mortal, in any challenge.

Titus glares hard at Tiberius to stop.


So you wouldn’t go with another?


Titus has the true heart of a hero, why go with another?


Mighty words.  A true hero is tested in ways like no other.  You have your hero then.  Are you ready for a challenger?

Tiberius looks to Titus concerned, as if to say sorry.  Titus steps forward, resolved to do his best in any challenge.


Very good then.  Who shall be my Champion?  Is there a brave one among you, step forward and do not disappoint me.

The crowd freezes.  No one moves and no one steps forward.


Come now, no one volunteers?  I have chosen anyway.  And my Champion will be…

Flavius steps up to Titus, but then points to Tiberius.






Yes, you shall be my Champion.  Let us see what is in your heart.


But sir, I’m not prepared to…


No more words, it is done.  And the challenge shall be…

Flavius turns and takes the two swords out of his bodyguards sheaths behind him.  He steps forward and quickly sticks both swords in the ground between the Brothers.


A fight to the death!

The crowd grows loud with anticipation.  The Celeres squeeze in.  Lars slowly steps back into the crowd.


What say you?  A challenge befitting Romulus and Remus themselves.  An extraordinary challenge indeed, worthy of a true hero.


You can’t possibly expect me to carry arms against my Brother?


Oh, I do indeed.


I can’t and I won’t.


Is there no more fight in you?  Did the people not come here for a show?

Caesar Flavius is now playing to the crowd.  The men are not on display here, his power is.


I would sooner die than fight my Brother.

Caesar Flavius immediately grabs one of the swords and stabs Tiberius in the chest with it.


So be it!



Titus screams in rage and rushes Flavius.  Two of the Royal Guards immediately jump on Titus.

Flavius pulls the sword from Tiberius and his lifeless body falls to the ground.

He spins around and raises the bloody sword to protect himself from Titus.


So there is fight in you yet.  Excellent!  Take him!

In uncontrollable rage, Titus throws the two men off of him like rag dolls.  Countless other Celeres pounce on Titus before he could reach the now giddy Emperor.  The Celeres can barely contain Titus.

The lights go out as Titus is knocked on the head with the hilt of a sword.

Int. Holding cells – Rome – night

Titus awakes with a start.



Titus looks around to see a cage full of men.  They’re all startled by their new cell mate’s screams.

LUCIUS, (30) a barrel-chested fighter, steps forward.


No use bellowing, there isn’t a Tiberius among us.

Titus quickly stands up ready to defend himself.  Once standing, he almost falls back down from a blinding headache.


Sit back down, before you fall on someone.

He swaggers over to the metal bars and hangs on them.  He grabs MARCUS, (30) a stocky wise-ass with red hair and a full red beard, standing by the bars.


Where’s Tiberius?  Where’s my Brother?

Marcus helps to steady Titus.


We’re not sure who you might be referring to, but you came in alone.

OCTAVIUS, (20) a six-foot-six-inch tall giant, steps forward.


Maybe it was a dream.


Not a dream.

Titus shakes the metal bars.


Calm down, you’re giving us all headaches.


Guards!  Guards!


Won’t do you any good.  They don’t respond.


He can not hold me.


Who can’t hold you?





Titus turns to the men.  He seethes with crazed anger.


He can’t keep me locked up. I vow here and now, on my brother’s death, that I will find a way out of this prison and I will find him…  And I will kill him!


You are mistaken my friend, this is not a prison…this is the Colosseum. Welcome to the Gladiators!

Ext. Tomb of orcas – LEPERCAL CAVE – night

Tiberius’s body lays on the altar before a giant stone statue of ORCUS THE GOD OF THE DEAD.  All of his blood has been drained from his body.

Caesar Flavius is preparing to make a sacrifice as an acolyte of Orcus.

A few loyal GUARDS are standing at attention in the corners of the room.

ARRIAS, (40) a balding politician, helps prepare the body.


My Lord, I beg of you not to wake the spirit of Orcus.  What could you possibly need from the God of the Dead?


Why eternal life, of course.  I must hold dominion over life and death.  There are things that you do not know, faithful Arrias.  I have put in motion a great many things, and this is a game I can not afford to lose.


You are ruler of the civilized world. Is that not enough?


My power is divided.  I shall unify the land and they shall bow to my leadership only.


You mean the Senate.  But we only exist to serve you and your people, my Lord.


That will soon be true.  I am not ignorant, Arrias. I know there are plotters and schemers surrounding me.


I will keep an eye and ear out and report only to you.  I live to serve you.


If only they were all as loyal.  But this is only the beginning.  With my plans, I must have an invincible army.  An army that Orcus can provide me.


Sire, a contract with Orcus comes with a heavy price to pay.  Being a disciple may require your very soul!

Caesar Flavius laughs at Arrias.


My dear, naive Arrias.  That, I’ve already given.

Arrias slowly bows his head and steps back into the shadows.

Flavius approaches the altar.

He kneels and bows his head.  He begins to speak in tongues.  An ancient language of the Gods.

The room grows heavy with dust.  The torches dim.  Flavius continues to chant.

The DUST gathers before him and begins to find form. As that of a SKELETON WRAITH in flowing robes.

ORCUS floats above his altar.  He opens his arms wide as if to embrace the Emperor kneeling before him.


You have returned, my Son.  What is it you ask of me?


I bring this sacrifice to you.  His blood has washed your Altar and sanctified your Tomb.  My only wish is to please you.  My glory is yours.  My will is yours.


What is your purpose here?


My Lord, give me an army with the power to control their will, and I’ll cover the land with the blood of the unworthy.  I will bring to you a number far beyond that which is foretold in the Book of the Dead.  This I vow.


It will be so.  Complete this mission, and the next time you lay eyes on me, we will be as one.


A gift worthy of the most high God.  You are very generous, my Lord.

Orcus floats down.  He opens his mouth wide and spews dust into the body of Tiberius.  Flavius steps forward to get a closer look.

Tiberius suddenly awakens. His eyes are red and crazed.  His teeth have become fangs and his fingers have claws.  Black ooze drips from the side of his mouth.  Tiberius  is now a ZOMBIE.

His movements are slow and lumbering.  Zombie Tiberius climbs off of the altar and goes after Flavius, but he can’t move too far, because he is chained to the altar.

Flavius looks into Zombie Tiberius’s face.


He seems slow and mindless, my lord.

Orcus points his bony finger at the statue of himself.  Dust swirls around a bracer on the statue’s arm.  It looks to be made of pure gold and has the carvings of the dead.


Behold the Bracer of Orcus. With this, you will be able to command this creature of the undead.

Flavius can barely contain his excitement.  He steps over and carefully removes the bracer from the statue.  He holds it up, as if it is his holy Grail.

Flavius stands in front of the Zombie Tiberius and places the bracer on his right arm.

Immediately, the Zombie Tiberius becomes fast, directed, and crazed.  He tries to reach Arrias in the darkness.  Arrias whimpers and cowers down at the sight.


When will I receive my Army, Master?

Orcus opens his arms wide again to Flavius.


Patience, my son.  It will soon come.

Flavius smiles wide and revels in his new-found power.

Ext. CoLOSSEUM – Arena – Montage

-Octavius fights three men with spears.  He can not get close enough to strike and the number keeps him on the defense.  He gets cornered and looks like he might be overwhelmed, when Titus jumps in and assists him.  They push the fighters back together.

-Marcus and Titus are among a group of gladiators fighting criminals.  The gates open and a few hungry tigers run out and pounce on various warriors.  Marcus is one of them.

He’s just about to be mauled when Titus stabs the cat in the heart.  He pushes the heavy creature from Marcus and helps him up.  Marcus is very pale and slightly wounded, but alive.  Titus runs off to help others.

-The Colosseum is filling up with spectators. MEN and WOMEN yelling, “Kill Them!” and “Titus!” fill the seats. The MOB is growing. Blood-thirsty and savage.

-Titus is developing a team.  They fight together.  This is very effective in the arena, especially when they are pitted against a horde of barbarians.  They fight groups of men 3 times larger than their own team.

Various battles flash past; flaming chariots, a pack of rabid hyenas, barbarians, criminals, roman soldiers, and even more exotic animals, like gorillas.


A TITLE card READS:  28 Days Later

Ext. Roman forum – establishing

The large stone structure of the CURIA HOSTILIA sits in the Roman Forum, North of the Comitum. It is the seat of the Imperial Senate, once the center of power in the Empire. Now a shell of it’s former self.


A Senate meeting has commenced.

A HUNDRED SENATORS file out of the wooden pews in a small amphitheater.

The PRAETORS remain up front, the leading three Senators, comprising of; SENATOR QUINTUS (60), the emperor’s top advisor, smart and steady, the brains behind the royal power, SENATOR ANTONIUS (50), a thin elder statesman and Senator Arrias, a Senator and spy for Flavius.

They patiently wait until the final Senators exit and the doors swing shut.


What is this? Why have you kept us?


I’ve called a secret session to discuss the recent series of constitutional reforms by Caesar Flavius.


Shouldn’t the Caesar be in attendance?


No, I don’t think so. It’s apparent to me that Flavius cares little for the Senate. Recently, he has taken it upon himself to enact reforms, essentially without the consent of the senate. This should be attacked, vigorously, by the senate, with any and all means necessary!


By any legal means–


By ANY means necessary! He’s deprived us of our status as the ultimate depository of supreme power in the empire!


We are not at war with the Emperor–


I’m stating that is exactly what we are! At war for our very status! We no longer have independent legislative, judicial or electorial power and this can not be! How can we govern with no governmental status! Soon, we will be without even the power to try treason cases! Which is about all we have left!


What are you saying? How can we get this power back?


There’s only one way. We take it back!


What do you propose?


I don’t mention this lightly, and at the mere mention, it’s treason itself–


Go on.


What I propose is drastic! But must be done, to save the senate! To save Rome!

I propose, we have him killed!  We must cut off our very nose…to save face.

He speaks in hushed tones, and this brings them in. They are anticipating his very words, spoken softly in confidence to very dear friends.


We must annihilate lawlessness.  Make no illusions. That is exactly what this is, lawlessness at it’s very core! Opposition to the good, natural and happy way of life, all to please and nurture only one man. A diseased mind that must be excised from the collective. How many others will he control? How many others will he poison against us? We must fight! Or lose the war to regain the Roman Empire!

Senator Quintus takes a breath.  He looks to the others and sees that they are in accord.


As Consul, I propose we hold a festival! We will find an opportunity to kill the Caesar at the award ceremony. We recruit the best gladiator in Rome to our cause. Are we in agreement? Senator Antonius?


I concur.


Senator Arrias?


I live only to serve the Senate! I concur.


Spoken like a seasoned politician. Here, here. Let’s hope we find a true champion.

Int. Holding cell – day



Reveal —

TITUS REBORN. Now a Gladiator from head to toe.

He looks like a statue chiseled from stone.  A hardened landscape of scars, cuts and gouges.  On one muscular arm, notches are carved into the skin.


Titus stands in the subterranean holding cell beneath the Colosseum.  With him are his fellow gladiators, Octavius, Marcus, and Lucius.

A door opens, a fifth warrior is shoved inside; something the other gladiators have never seen before…


Marcus cups his bare chest, like breasts, laughing.


You want a suckle before we start?


I’ve spilled blood before.  I look forward to spilling more.


That’s your first mistake.

Titus comes into the light.


Who the hell are you?


I am Titus.

She recognizes the name.


They say you hand out death like Mars himself.


What horror did you commit to be sent to the gladiators?


I refused Flavius.


And fallen out of favor–


Then we have a common enemy.


But don’t you serve Flavius?


Your name?




This is Marcus, Lucius and Octavius. I live to serve them.


And we to serve Titus.


We live because we fight as one. We do not live to kill…


But we are gladiators.


We are also slaves.  We are sent into the Colosseum to kill other men, by no choice of our own.  You want to save your own life, you start by respecting your opponent’s.

Titus nods to the others who all kneel, bow their heads, and recite the gladiatorial oath.


“I will endure. Let death fear us”

Titus adds an oath of his own.


Grant mercy on the souls we dispatch today, for one day they may be our own.

They stand and put on their helmets.  A heavy metal cell door is hauled open — leading down the tunnel to the Colosseum.  Titus mumbles under his breath.


Brother, may I honor you today.


The legendary centerpiece of entertainment and battle in ancient Rome.  Fifty-thousand spectators stand and cheer.


The Roman Emperor Flavius sits on his throne, in a royal toga and crown.  He’s surrounded by guards, servants and slave girls.  He smiles at the crowd.

Senator Quintus, Senator Antonius, and Senator Arrias stand by his side.


Caesar, the combatants are ready.

Flavius nods.


If you would do the honors, Senator Quintus.

Quintus bows.  Then thumps a fist against his chest and raises it in a Roman salute.


Hail, Caesar!

In unified response, fifty-thousand Romans pound their chests, raise their fists and cry out, “Hail Caesar!”  Flavius stands, addressing the crowd.


I welcome you, my fellow Romans, to the games of the Colosseum!

(the crowd roars)

Exotic warriors, captured from the wild jungles of Africa.

The crowd cheers.


A gate opens.

Four African WARRIORS are shoved out.  The biggest, strongest of the captured Africans.  They are dressed in loin cloths, faces streaked in war paint.  They gaze around in awe.


Flavius waves for silence.


These uncivilized brutes now face the champions of Rome, the gladiators!


Another gate opens.  Titus and his Gladiators come out and the crowd goes crazy.  They are like rock stars and Titus is the biggest of them all.  He takes it all in with humility, bowing to the fans.


Prepare for battle.

Titus and his men step toward the center of the Colosseum, looking across at the giant African warriors.


They’re big ones, aren’t they?


Not for long.

The Warriors charge across the Colosseum.  Titus and his men meet them like a swarm of killer bees.  And it’s on!  Weapons clashing, shields smashing, bodies thrashing.

Octavius uses a spear as his weapon, slashing the warriors before they can get near him.

Marcus swings a triple ball flail — three spiked balls attached by chains to a handle, which he whips like a maniac.

Lucius wears a pair of gauntlets with daggers attached over his fists.  Like a close-quarters, martial artist, he whips his fists around, punching, stabbing and slashing opponents.

Lavinia holds a trident and a gladiator net. She appears nervous but swings the trident and net with practiced acumen. It is clear, new to the arena, but not to fighting.

The most amazing part is Titus.  A master with a sword and shield.  Spinning, slashing, beating his foes — but without a hint of anger.  In fact, he seems totally at peace.  As if he were alone, practicing a series of moves.

The Warriors fight back with primitive spears and shields, but they are deadly jungle fighters.  Powerful and quick.

It’s a battle in the sand — WEAPONS SLASHING, BODIES FLYING.

Until — a YELP snaps Titus from his zone.  A Jungle Warrior traps Lavinia on the ground.  The big guy’s foot clamps on Lavinia’s throat, about to choke the life out of her.

Titus pauses a moment, angered at being distracted.  Then he pulls a dagger and WHIPS it at the Warrior.  It hits him in the CHEST.  The Warrior falls back — Lavinia strikes forward and stabs the guy with the trident…spilling his blood into the sand.

Lavinia nods to Titus, thanks.  The crowd goes wild.


Flavius and his entourage watch on.


Astonishing.  In all my years I have not seen a man so dominate this sport as Titus.


Yes, Caesar.  And so popular.  The people speak of him like a God.  In fact, some think that he cannot be killed.

Flavius seems annoyed and jealous at the same time.


There is one certainty of the Colosseum, Quintus.  Sooner or later, everyone dies.  Even the immortal Titus.

Titus slays the final African Warrior and raises his sword in victory.  The crowd goes nuts, chanting “Titus”!

Flavius just sneers, clearly not happy about the attention.


Caesar, you are the supreme commander of Rome.  You reign over the greatest expansion of any empire in the history of civilization.


But to do that, we have been at constant war, with enemies in every corner of the world.  It is a struggle and a sacrifice, from which the people need distraction.  Things to talk about.  To excite them.

(points to the Colosseum)

Like Titus.  Believe it or not, he keeps them loyal to you.


Yes, but one has to wonder…what keeps him loyal to me?

Quintus nods, understanding.


I have an idea.  Let us hold a festival.  For Rome and its emperor.  Show Titus and Rome what a strong yet generous leader you are.  The people will love you for it.



Quintus shoots a look at Arrias, for help.  Like they’ve teamed up on Flavius before. Just as Arrias is about to speak, he is cut off by Antonius.


He’s right, sire.  A festival could be productive.  And fun.

Flavius finally cracks a grin, warming to the idea.


If you really think so…

Int. Gladiator holding cells – later

Titus sits alone in his holding cell. He’s bloodied and dirty. The outer door opens, he rises.

Instead of a guard, Senator Quintus enters. He walks up to the cell.


So this is the mighty Titus. A true champion.


And you are?


Senator Quintus.


And your desire?


Why should I desire anything but to see the greatest fighter in Rome?


It’s not the visit, it’s the flattery. You come here for something, from me.


You are very astute. You are not an average gladiator, that is certain.

Titus says nothing.


Are you loyal to your Caesar

Titus looks around suspiciously.


There is none but you and I, I assure you.


I am loyal to Tiberius.


And who is Tiberius?


My brother, who Flavius slew with his own hand.

Quintus smiles.


Another reason you have been chosen. I come with a special request.


Get to it.


We would be indebted to you if you would do us the courtesy…of killing Flavius.


And how do you think I can do that?


A festival will be held. And the winner of the festival will have an audience with the Emperor as he lays the laurels on their head.


They will search for weapons.


We will make sure that your dagger gets forgotten during the search. Will you do this?

Titus considers.


I don’t do this for you. I do this for my brother.


We thank you. All the same.


The Gladiators are washing the blood off their bodies.  Titus sits, a needle-thin dagger in hand, etching another notch on his arm.

Lavinia sits next to him, humble.


Thank you again, Titus.  You saved my life in there.


You can owe me one.

Lavinia nods at the notches. She counts them.


You’ve won twenty-eight battles?


Twenty-eight days since my brother died. At the hands of Flavius. I shall avenge him.


Is that wise?

Titus shrugs.


Nevertheless, it shall be done.

Titus looks at the water, his eyes narrowing.


An enormous, fortified palace.  Set on top of PALATINE HILL, over-looking the city.  A party is in progress.


Flavius and Arrias stand in a palace window, watching as the other Senators leave.  They turn away.  The mood is heavy.


They watch your games, take your women, drink your wine and eat your food. All the while they plot behind your back.


That is why I have taken control from the senate. This has been foreseen.

He waves Arrias off, tired.


They plan your death.

Flavius’s head snaps up at this.


This is treason.


Ah, but you left them with the power to try treason cases, which they will do and hold all parties unaccounted. They will then supplant their own Emperor and control will return to the Senate.

Flavius smiles as if this was all part of his plan.


How do they plan to do it?


The festival. With the games, they have recruited Titus to kill you during the award ceremony. As you lay laurels on the winner, he shall strike.

Flavius takes the news to heart.


Then it’s time for me to strike first. The war will begin at the festival.


I live only to serve you.

Flavius smiles. He looks down at the Bracer of Orcus.


It’s time to bring Remus back to Rome. We will hold the Festival of Lemuria, to appease the ghost of Remus…


INT. holding cell – NIGHT

Tiberius, in his full zombie transformation, seethes, chained and locked in a cage.  Some SOLDIERS use poles to hold him still, while DRUSIS, a GUARD, looks on.

Drusis pushes a CART past the cage.  Tiberius lunges against his chains, grabbing the bars.  He bares his teeth — which now are clearly FANGS!

Curious, Drusis stops the cart.  Peels back a blanket on top.  Revealing the bloody, amputated limbs of several soldiers.

He lifts a severed hand and forearm.  And tosses it into the cage.  Tiberius goes wild, chomping at the arm like a dog with a bone — devouring the flesh right off of it, until there’s literally just a pile of bones.


Sun rises over the city.


Titus sleeps on a straw bed.  A TRUMPETING SOUND wakes him —


— coming from the trunk of a massive WAR ELEPHANT, outfitted with armor, being coached by an ELEPHANT TRAINER.  The spacious animal quarters are filled with exotic, caged animals — lions, bears, crocodiles and ostriches.

Flavius and Arrias walk past, flanked by Celeres.  Drusis walks with them.


You want that thing released during the first fight?


Just do as you’re told.

Drusis averts his eyes, bowing low.


Yes, sire.

Drusis runs off.


Titus and his men are now suited up for the first match.  Lavinia sits nervously off on the side. She glances over at Titus, who’s very focused, very quiet.


Another capacity crowd, excited, ready for blood.


Flavius sits with Quintus, surveying the crowd.


They’re ready for blood.  It just better be flowing from the right throat.


Titus, Lavinia and the men kneel in their pre-fight ritual.


“I will endure. Let death fear us!”


Grant mercy on the souls we dispatch today, for one day they may be our own.

They rise.  The cell door opens.  Lavinia hears Titus as he says under his breath…

Titus (CONT’D)

Brother, may I honor you today.

They step out of the cell — to find VICTOR THE GLADIATOR TRAINER waiting there.


There’s been a change of plans.  You fight alone today, Titus.

The gladiators all trade concerned looks.


For what reason?


The emperor didn’t give one.

He shoves some gear into Titus’s hands, including a large, armored, Thracian helmet.  Titus stares at it, anxious.


The main gate opens.  Titus steps out into the Colosseum, helmet on and ready for battle.  The crowd goes nuts.  He looks around, awed by it, finally gazing over at —


Flavius glares back at him.  Quintus stands, silencing the crowd.  He thumps his chest with his fist.


Hail, Caesar!

The crowd responds again, pounding their chests, raising their fists, “Hail Caesar!”  Flavius addresses the crowd.


Citizens of Rome!  For a month now, you have witnessed the courage and savagery of Titus and his gladiators.  You have seen the bloodthirsty carnage they have wrought upon their foe!

The crowd cheers.


But on this day, you shall experience a battle unlike any you have ever seen!  Prepare to witness Titus alone, facing an unstoppable evil!

The crowd’s curious, talking amongst themselves.


Lucius, Octavius, Lavinia and Marcus gaze in at the Colosseum floor through a barred door.


What on earth could he possibly be talking about?


Flavius continues his oration.


Behold, for the first time in the Colosseum…a creature part human, part beast…and all hell on earth.


A TRAP DOOR OPENS.  A PLATFORM RISES from the Colosseum floor.  Four guards stand on it, flanking a LARGE, WOODEN BOX with one small, barred window.

Something thrashes inside, like a caged beast.

The crowd’s deathly quiet.  Titus grows tense.


Flavius stretches his arms wide.


This being the Festival of Lemuria, to appease the ghost of Remus, it is fitting that Titus shall face the ghost of his brother. Behold…The Demon of Rome!


The Guards pull down the four walls of the box, revealing the Zombie Tiberius in a cage.

The crowd gasps audibly.  There are some screams.


Lavinia’s face goes pale with horror.


Quintus gasps.


A monster.  You found a monster.

Flavius turns a sadistic smile again.


We call it, a Zombie.


Titus stares at the Zombie Tiberius.  Stunned.  Can’t believe what he’s seeing.  He rips the helmet off his head and throws it on the ground. Tears come to his eyes.





Zombie! I command you to kill! Feast on human flesh!


The Guards unlock the box, then run off through a side exit.

The door bursts open as the Zombie Tiberius charges out!  The crowd screams in horror.  Titus drops his sword.


I will not fight my brother.


Lavinia speaks under her breath.


That’s not your brother anymore. Fight…


The Zombie Tiberius charges at Titus.  With a fantastic leap, it flies through the air, right at him, CLAWING THE AIR, FROTHING THROUGH ITS FANGS —

Until Titus ducks, spins and rolls away from him.

The crowd screams in delight.

The Zombie Tiberius hits the sand and rolls over.

Titus shakes his head. He yells up to the Imperial Box.


I will not fight him!

The crowd goes wild, booing the gladiator. They want a battle.


Titus’s fellow gladiator’s go crazy, rattling the barred doors holding them back.


Kill it, Titus!  Kill that thing!


The Zombie Tiberius gets up, seething like a wounded animal, red eyes blazing, foam flying from its mouth.

Titus backs away — and his foot steps on something.

A GLADIATOR’S NET, buried in the sand from another battle.

The Zombie Tiberius charges again.  Titus reaches down and at the last second, yanks up the net and pulls it over the Zombie Tiberius.  Zombie Tiberius gets tangled up and tumbles to the ground.

It tears off the net and stands there, panting.


Titus’s crew has finally had enough.  They see Victor looking up into Colosseum.


Victor!  Get us out of here!

He shakes his head.


I have my orders!


We can’t let Titus die at the hands of that — thing!


You were once a gladiator yourself!  I beg of you!

Victor looks over at them, clearly conflicted…then makes a decision.  He runs over, takes out his keys and unlocks them.


Quickly!  Save him while you can.

Lucius, Octavius, Lavinia and Marcus tumble…


They come in behind Titus.




Have you forgotten?  We’re a team.

Titus turns to face the Zombie.


Do not hurt him! It’s my brother!

The men circle around the Zombie, weapons raised.


This thing is not alive!

The Zombie charges at them.  They beat it back with heavy blows — Marcus whips his flail, Octavius stabs his spear, Lucius punches with his daggers, Lavinia swings her trident.


Come and get me.

The Zombie charges at Lucius.  With a fantastic leap, it flies through the air, right at him, clawing the air, frothing through its fangs —

Until Lucius ducks, spins and slashes the Zombie with his daggers — opening a deep gash on the creature’s arm.

The crowd screams in delight.

The Zombie hits the sand and rolls over, hurt.  But again, there’s no blood.  And within moments, the gash seems to heal up.  The crowd gasps.

Marcus shakes his head, shocked.


By the Gods…

The Zombie gets up, seething like a wounded animal, red eyes blazing, foam flying from its mouth.

Octavius raises his spear and STABS it down into the Zombie with a loud CRUNCH.  The Zombie falls still.

The crowd goes wild.  Octavius steps back, leaving the spear embedded in the Zombie’s body.

Octavius’s suddenly shocked to see the Zombie stir to life.  It will not die.  It stands up, panting — spear protruding from its side.  Then it yanks it out.

Marcus, Lucius, Octavius and Lavinia rush at the monster and each take turns slicing and gouging it.

The Zombie Tiberius gets batted and gouged and knocked about between them, falling down…but getting back up.  Never stopping.



Titus picks up his sword and starts to fend off Octavius and Marcus from hitting the Zombie Tiberius.

The Zombie Tiberius fills the void and takes another flying leap at Titus.  Titus uses his shield to block it and sends it spinning sideways.


Flavius enjoys the battle.


See how the Zombie separates them? They are divided.

Quintus looks on in horror.


Octavius steps close to the Zombie Tiberius and raises his spear for the kill.


No! Get back!

The Zombie Tiberius, inhumanly fast, jumps and lands right on top of Octavius —

AND BITES INTO HIS THROAT.  Piercing his carotid artery. Slamming Octavius into the sand.  He groans.  Slain.

The Zombie Tiberius stands and turns, mouth soaked with blood.  Lavinia, Lucius and Marcus bunch together.

Titus looks at the fallen man in anguish.


Fall back!

Lavinia, Marcus and Lucius are forced into defensive positions.  They cluster together, shields and swords up.

Titus stands alone. Turns his back on Octavius, to face the Zombie Tiberius.


Flavius was right.  It is a demon.


No, it’s something else.  Something worse.

At that moment, Lavinia sees something, her eyes widening.



She points behind him.


The crowd sees what he has seen and GASPS!


Flavius and Quintus react in shock.


How is that possible?

Flavius smiles.


I don’t know.  But I like it.



Octavius gets up.  His head hangs at a grotesque angle, tendons and flesh barely holding it to his neck.  His eyes are red, skin pale, mouth a mass of froth and fangs.


The Gladiators stare in shock at their resurrected comrade.




That isn’t Octavius.  Not any more.

The Octavius-Zombie, charges them, shrieking and growling.

Marcus, Lucius, and Lavinia are forced into battle with their friend.

They defend with all they have.


Flavius thrills with the turn of events. This is working out better than he planned.

ON THE Colosseum FLOOR

Zombie Tiberius scrambles after Titus. Titus is overwhelmed. Zombie Tiberius knocks him to the ground and climbs on top of him. Titus pushes his shield up to separate them.

The Zombie Tiberius is moments away from finding a position on top of the shield to be able to bite Titus. Just in time, Lavinia, picks up a loose sword and shield and runs over and slices Zombie Tiberius’s head off.

Zombie Tiberius’s head hits the ground next to Titus and the body on top of him goes completely limp.

He throws the body aside. And SCREAMS in agony as he…

Charges Lavinia in blind madness. Lavinia gets knocked to the ground. He beats her shield one, two, three times with all his might.

Lavinia crumbles under the brutal assault, but manages to keep her shield up between them.



One more swing and her shield flies away. He raises his sword to kill her, but at the last moment he can’t do it. He buries the sword into the ground next to her in complete frustration.

Marcus and Lucius, fending off the Octavius Zombie, look at the dead Zombie Tiberius and then at each other.


Now we know how to kill it!

In The imperial box

Caesar and the Senators are riveted to the action below.

Quintus is so enthralled that he places his hand on Flavius and holds on to the Bracer of Orcus without realizing.

ON THE Colosseum FLOOR

Zombie Octavius’s head snaps up to the stands.  He is now searching for something.  His eyes find Caesar Flavius in the Imperial Box.

Flavius is curious by the new reaction.

Lucius and Marcus turn to the Octavius Zombie and charge!  The Zombie Octavius turns and races across the Colosseum.

And with amazing strength, it leaps up —


The smile drops from Flavius’s face —



Flavius reaches for the Gauntlet of Orcus, and finds that Quintus has a frightened grip on it.  He pries Quintus’s hand free and when he looks up, the Octavius Zombie’s too fast —

— the Octavius Zombie tackles him and bites him on the face — blood spraying in a wide fan!  He screams in pain.

Quintus and the other Senators in the box scramble backwards.

The Octavius Zombie drops Flavius.  It turns toward Quintus, bloody fangs extended.  It takes a step AND —

WHACK!  A CELERES sweeps his own sword and hacks off the Octavius Zombie’s head.  The Octavius Zombie drops to the ground.

Quintus kneels by the bloody, fallen Emperor.


Sire?  Are you alright?

Flavius rolls around, shuddering.  His skin goes deathly gray.  He begins to foam at the mouth.  And then his eyes flash open — BRIGHT RED.  He’s a Zombie.

Quintus backs away, horrified.


Sire, no.  For the love of Rome.

As if in answer, Flavius shrieks and bolts up, lunging at Quintus.  Quintus scrambles off, behind a Celeres.


Kill it!


But…It’s the emperor!


Not anymore!  Now kill it!

The Celeres hesitates — that’s all Flavius-Zombie needs.  He lunges at the Celeres and bites his throat.  The Celeres goes down in another blood bath.

Flavius Zombie turns to look for Quintus — sees the Senator gripping a sword of his own.

He swings the sword at Flavius.  Flavius raises a hand to block it — stopping the blade, but not before it LOPS OFF HIS PINKIE FINGER.  It clatters to the ground, a large RING still attached to it.  Flavius howls in pain and anger.

Then, at his feet — the fallen Celeres shudders, convulsing.  His skin goes pale, eyes rimmed red with blood.  The Celeres turns into a zombie!  He leaps up —

And tackles a SENATOR, biting him.  Blood sprays all over the Senator’s toga.  And the Senator turns into a Zombie!

He turns and bites a CONCUBINE, who turns into Zombie.  She bites another concubine.  One after another, Romans attack each other and are transformed into Zombies.

Quintus stumbles through the mayhem, trying to escape — when he notices something trembling on the ground.

FLAVIUS’S FINGER.  The ring on it is the large, IMPERIAL SEAL.

And in the depths of hell, Quintus realizes — Rome still needs a leader.  Someone to carry on through the disaster.

And so he grabs the ring and shoves it in his pocket.

Quintus runs downstairs, into the depths of the Colosseum.


Citizens run for their lives as Zombies attack them.  It’s an orgy of blood and mayhem, spreading like wildfire.  What was already a mob is now an angry, deranged…undead mob.

Then above it all, a guttural HOWL echoes.  The Flavius-Zombie races to the top of the stands, chased by Roman guards.  He lets out another howl — which seems to communicate to several Zombies nearby.  They leap on the guards, taking them down, freeing Flavius.


Titus and the gladiators watch in awe, until Lavinia has seen enough.



She gets up and grabs the trident, sword and shield. She shakes Titus by the shoulders.


We must go!

Titus seems to wake up out of his funk. He sees Zombie Flavius as he rallies his circle of Zombies, to further expand his army of the dead.

He grabs his sword and shield and runs toward the Mob where Zombie Flavius is, when…

Marcus and Lucius grab him by the arms.


We shall endure! We will fight again.


We must flee!

He reluctantly follows Lavinia, Lucius and Marcus as they run for one of the exits, slashing and trampling anyone…or anything in their way.


The Gladiators run through the Hypogeum — the labyrinth of corridors and rooms under the Colosseum.  It’s chaos here as well.  They stop and hide a moment.  Across the way —

They see Victor, the gladiator trainer.



Victor turns.  Red eyes.  Frothing mouth.  A Zombie!  He leads a pack of Zombie-Gladiators out into the stadium.

Titus, Marcus and Lucius stare in shock at the sight of their former friends, now monsters.


This is it.  The Gods are taking vengeance on Rome.  We must pray for our lives.


No, Lucius.  We must run like hell.

He leads them down another corridor — where they turn right into Quintus.  Quintus lights up —


Titus!  You’re alive!


No thanks to you!  You’re the one responsible for this.


What was that thing?


It’s called a Zombie.  A man, brought back from the dead… with a hunger for human flesh.


That was my brother! And you put me in the Colosseum with him!

He raises his sword.  Quintus drops to his knees, pleading.


I was unaware! He must have learned of our plot to kill him!


So he created this Zombie from my brother’s body?


It was a mistake, which now threatens all of Rome.

Titus looks at Lavinia, still anger in his eyes. She turns away, upset. Titus looking down at Quintus.


To hell with Rome.  And with you.

Finally, he pulls his sword away and sheaths it.


What are you doing?


I am a slave no more.

(to his men)

If we’re quick, we can make it to the city gates.

He nods to his men.  They turn to leave.


Wait!  Hear me out!

Titus and the gladiators stop, turn back.


Even if you make it past these monsters, there are still the city walls, guarded by the Roman legion.  They know your face.  You’re still a gladiator and property of the state.  They’ll stop you.

Titus just sneers, grips his sword.


I’ll take my chances.


What if I can guarantee your freedom?




I am the highest ranking Senator in Rome.  If there’s a way to restore order and stop this epidemic, I must do it.  I just need to get to the senate building.   Alive.


You want me to escort you?


You’re the greatest fighter in the city.  Get me to the senate.  I will grant you immediate freedom.

Titus thinks it over.  As usual, Quintus is being smart.


For Lucius, Marcus…and Lavinia as well.


Of course. Do we have a deal?


Yes.  We’ll get you to the senate.  The question is, how?

There’s a familiar trumpeting nearby.  Titus looks, sees a pair of WAR ELEPHANTS in their cages, growing restless.

Titus nods, thinking out loud —


Grant mercy on the souls we dispatch today…


Panic fills the streets, people running everywhere, chased by mindless, flesh-hungry Roman Zombies.  And BAM –

A large DOOR flies open on the side of the Colosseum.  And the craziest herd of animals to ever hit Rome charges into the streets.  A FULL ON STAMPEDE —

First come the ostriches.  Then come the lions, tigers, rhinos and bears like a charging army.  Oh, and the crocodiles.  Slithering out, snapping away.

Pure chaos.  Animals attacking humans.  Animals attacking Zombies.  Zombies attacking animals and humans.  Blood in the streets.

Finally, with another loud blare — out come the pair of WAR ELEPHANTS.  Titus sits in the saddle basket of the lead elephant, with Lavinia gripped behind him.


Do you even know how to ride one of these beasts?


It’s like a horse.  Just bigger.

Marcus drives the other elephant, with Lucius and Quintus riding behind him.

They rumble out into the chaos, the streets trembling under the weight of the enormous creatures.  People and Zombies scatter in front of them.  AND —

WHAM!  The lead elephant stomps on a Zombie, crushing it.

BAM!  The second elephant gores a zombie with its TUSK, then flings it off like a rag doll.

WHACK!  The first elephant swings its TRUNK, smashing a pair of Zombies against a building wall.

Titus pats the elephant’s head.


Well done.

Then, from behind him —



— on the SIDE of their elephant, several ZOMBIES CLIMB UP THE ARMOR, toward Lavinia and Titus in the saddle.  Titus tosses over his sword.


Kill them!

The first one reaches the top, gnashing its fangs, spittle flying.  Lavinia STABS it through the chest. Clear, liquid Zombie blood squirts out.  It shrieks, but doesn’t die.

So Lavinia kicks it in the head — the Zombie falls off the sword, to the ground.  But more Zombies climb up.


There’s too many.


Hang on!

Titus jerks the reins, sends the elephant marching toward a building.  Like he’s going to smash into it.  At the last second, he jerks it again —

Turning the elephant.  Crushing the zombies into the wall.  But the undead creatures keep hanging on.  So Titus keeps the elephant moving, DRAGGING THE ZOMBIES ALONG THE WALL, tearing their flesh, finally scraping them off the side of the elephant.  They fall to the ground.

Titus smiles back at Lavinia.


I told you, like riding a horse.

Then from behind, again —



ON THE SECOND ELEPHANT — another mob of Zombies dangles from its armor, trying to get to Quintus, Lucius and Marcus.  They beat them with weapons, but there are too many Zombies.


Hang on!

Titus turns his elephant and charges right at the second elephant — like one battleship ramming another.

His elephant SMASHES into the mob of Zombies HEAD ON, crushing them between plates of armor.  It doesn’t kill them, but it’s enough to knock them off.  They fall to the ground —

Where they are pounced on by a group of crocodiles!

Marcus pumps a fist at Titus.


Well done!

Titus smiles at Lavinia.


Lovely.  Now get us out of here.

Titus turns the elephant.  They head away from the mess, toward a manicured lane, where HUGE STATUES OF FLAVIUS stretch off into the distance.

They head right for it.  Quintus calls from behind —


What the devil are you doing?


What you asked of me, mighty Senator.  Hang on!

The elephants smash through, hitting the first statue.  One by one, like a row of enormous dominoes, they fall into one another, a huge row of statues smashing, one after another.


Farewell, Caesar.

They crash through the debris of fallen rubble, away from the mess of the Colosseum.

They ride off, PASSING —

A SERIES OF HOMES.  Just across from the Colosseum.  PEOPLE walk out to see what’s happening. OTHER FOLKS open windows and doors.


Close your windows and doors! Stay inside! Protect your families! We are at war!

The people scatter inside and barricade themselves away. Lucius and Marcus join the warning cries.

Lucius and Marcus

Barricade your homes! We are at war! Protect your families!

The people all heed the yells coming from the war elephants. They all run to secure their families.

Titus turns to Lavinia.


So where exactly is this senate building?


On an upper level of the Colosseum, A LONE FIGURE STANDS.  Flavius.  Still in his robes, soaked with blood.  His Zombie eyes a matching red.  He looks out over the vast city.  In his infected, Zombie mind — it’s still his city.

He strains to put some thoughts together.  Yearning.  Searching his Zombie mind.  Maybe it’s out of determination, maybe out of divine arrogance, but something clicks.

He holds up his hand, the one that’s now missing a finger — and missing the imperial ring, but still has the Gauntlet of Orcus on his wrist.  He clenches it into fist, thumps it against his chest, raises it in a Roman salute and lets out a SHRIEK.

It’s not actually any words, but it’s a sound.  The Zombie equivalent of “Hail Caesar”

And sure enough, three ZOMBIES nearby seem to pick up on his communication.  They stop, turn to face Flavius — and like trained dogs, thump their own fists against their chest, salute and let out a responding shriek!


The senate building is in the heart of the ROMAN FORUM, the vast area housing the city’s greatest buildings.  Quiet now.  Like row of mausoleums.

The calm broken only sporadically, as a human darts past…trying to hide from the Zombies.

Titus and his group dismount from their elephants.  They are on alert, swords raised.  Lucius looks around, in awe.


This is it?  The great Roman Forum. The senate house.  The most powerful spot in all of Rome.


In all the world.

Titus sneers.


If there’s anything left of it…

He walks up the steps of the Senate Building —


A mighty door opens.  Titus slips in, sword raised, ready for action.  There’s no response.  Quintus and the others follow him inside.  They look around the massive senate chambers.  There are rows of wooden seats, like church pews.  All empty.


Looks like you’re the government now, Senator.

And then from behind a pew, a SENATE GUARD jumps up — grabbing Lavinia.  She shrieks, assuming it’s a Zombie.  He puts a knife to her throat.

Wrong girl to mess with.  She grabs the Guard and flips him over in a self-defense move, flattening him.

From nearby, Senator Antonius, rises HOLDING A CROSSBOW, aimed right at Lavinia.


Back away, all of you.

Titus, Marcus and Lucius swiftly draw their swords.


Drop your weapons.


Are you one of them?

Quintus finally steps into view —


Don’t be a fool, Antonius.  They’re with me.

Antonius turns, sees Quintus.


Quintus, thank the Gods.

He puts the crossbow away and nods to the guard, who shuts the main doors again.


(calling out)

All is well!  Quintus has returned!

From around the room, about twenty SENATORS and five senate GUARDS appear — holding swords, chair legs, anything that could be a weapon. Arrias is with them.


Where’s the rest of the senate?


Gone.  Running scared.  Or turned into monsters.

(he looks dazed)

They stormed the chamber.  We managed to hide.  We might be all that’s left.


Then we will have to be enough.

(to the Senators)

Fear not, my fellow Romans.  I am here to restore order.  Rome shall prevail over this tragedy.

They all cheer in approval.  Quintus nods to Titus.


Perhaps you recognize Titus, the great gladiator of the Colosseum.


Yes, of course.


He helped deliver me here.  I have granted Titus and his men their freedom.


Excuse me?


And the woman as well.


Of course, Senator.


One more thing.  For the time being, I am no longer a Senator.

He holds up his hand.  On it’s the imperial ring.


The Imperial Seal?  Are you mad?  That can only be worn by Flavius.


The emperor is no more, turned into one of those bloodthirsty creatures.

There’s a gasp by the other Senators.


He was taken in front of my own eyes.  Roman law dictates that as highest ranking member of the senate, I am now the acting Emperor of Rome.  I do this not for personal glory, but for the preservation of Rome.

Arrias and the Senators nod, politicians to the core.


A wise decision…Caesar.

Quintus turns to Titus and the others.


You have done as you promised.  I’m a man of my word, you are all free.  I’ll have my men bring you some traveling money.

Titus gestures to the IMPERIAL RING on Quintus’s hand.


So the day’s not a total loss, is it…emperor?


The loss of Flavius was a harsh blow to Rome.  But Flavius cared little for the people.  I, on the other hand, recognize their importance.


Do you now?

Quintus holds up the ring, proud.


This royal seal represents an idea.  About a civilization.  And a way of life.  It doesn’t matter who wears it, so long as that idea remains upheld.  Now, if you’ll excuse me, I’ve got a city to save.

He crosses to a series of large maps — Europe, Italy and Rome — with political and military details drawn on them. The other Senators gather around and discuss battle plans.

Titus goes to Lavinia.  An intimate moment.


Looks like he’s been rehearsing for this his entire life.


He’s not a bad man, you know.  Certainly better than Flavius.


Someone probably said that about Flavius once.  Power changes a man.  Anyway, it’s not my problem anymore.


So where are you headed?


Anywhere, as long as it’s far from Rome.

There’s a charged tension between them.  Both attracted, neither one willing to admit it now.


And you?  Where will you go?


Oh, don’t worry, I can take care of myself.


I don’t doubt that.


Maybe I’ll settle down in the country.  Get married.  Live on a farm.  Give birth to a brood of children.


Somehow I don’t see you as some man’s wife.

She gives him a smile.


That depends on the man.


Whoever he is, he’ll be lucky.

An awkward pause.


Well then, it was a pleasure almost knowing you.  Safe travels.


And to you.

They gaze at each other.  Dying to say more.  BUT THEN —

BAM!  There’s a pounding on the main door.  BOOM!  It crashes open.  A ZOMBIE stumbles into the chamber.  He shrieks and LEAPS right onto Antonius.  Antonius goes down screaming!


Get it off!  Get it…arghhhhhhh!!!

His scream cuts off as the Zombie bites into his throat.  Blood sprays on a shocked Arrias nearby.


Run!! We can find sanctuary at the Roman Temple.

He runs for his life, out of the room.

Quintus yells to the others.


We cannot abandon the Senate.  We must save the Republic!  I order you as emperor.

Yeah, right.   The other scared Senators run out, along with the senate guards.

Titus steps forward to kill the Zombie that’s attacking Senator Antonius.  He stabs his sword down — but the Zombie leaps away, exposing Senator Antonius beneath him.  Titus winds up stabbing Senator Antonius in the chest.

In front of Titus’s eyes, Antonius turns into a Zombie — his skin goes gray, mouth foams, his eyes turn BRIGHT RED.  He thrashes like a pinned bug on Titus’s sword.


My apologies, Senator.

Titus pulls the sword out.  Antonius leaps up and WHACK!  Titus separates the Senator’s head from his body.

There’s another HOWL as the first Zombie rises back up, ready to charge at Titus.  Titus raises his sword.  Then –

ZING!  An ARROW shoots through the air, past Titus — NAILING THE ZOMBIE IN THE FOREHEAD.  Right into the brain.  It pins the Zombie to the wall.

There’s a stunned moment as the Zombie shudders on its feet.  Then it falls forward.  The arrow remains in the wall.  The Zombie’s head slides off it.  The Zombie hits the floor, a hole in the back of its head.

Titus looks up, sees Lavinia standing there, crossbow in hand.  Everyone stares at her, shocked.


I would have killed it.

Lavinia goes to the wall, yanks out the arrow.


Yes.  But now we know another way to do it.

She returns the arrow to the crossbow, then smiles.  A tiny moment between them.  More of that heated tension and attraction.  Then POUNDING FILLS THE AIR.  Titus turns —

Sees Marcus and Lucius at the MAIN DOOR, barricading it with furniture.  More Zombies are trying to get inside.


This won’t hold for long.

Quintus stares in shock now, the only Senator left.


It sounds like an army of them.

Titus goes to a window, looks out over the Forum.


It is an army.

Quintus and Lavinia join him at the window, looking down.


Indeed, an army of ZOMBIES moves toward the senate.  At their head, riding in a chariot pulled by more Zombies —

It’s Flavius.  The Zombie version, of course.  In blood-stained emperor’s robes.  He continues to bark orders in the guttural language that seems to control the other Zombies.

And then he looks up at the senate building.  Sees Titus, Quintus and Lavinia.  He points up at Quintus.  Grunting, froth flying.  Until he actually gets a human word out —



Sure enough, Flavius’s evolving…a zombie on a mission.


Quintus gulps in horror.


Flavius?  How can that be?  He’s one of them.


Perhaps.  But in his mind he’s still emperor.

He nods at the Imperial ring.


And my guess is, he knows you’ve taken his title.

Quintus twists the ring nervously, looks at the mob.


Flavius points and howls.


Look.  I think Flavius is talking to them.


Are you sure?

Flavius howls some more.  The army charges the walls of the senate building — and begins to pile on top of each other.  Forming a ladder of Zombie bodies.  Headed for the window.


Yes, I’m sure.

They turn from the window.


Is there another way out of here?


Out the back, where the Senators fled…Flavius would see us, but there is a secret passage. It’s a tunnel under the senate…in case of attack or emergencies.

Another HOWL as two Zombies make it up to the window.


I’d say this counts as an emergency.  Run!!

Quintus leads them.  They race for the back door —


Quintus leads the group along.  He goes to a wall, PULLS DOWN ON A DECORATION.  A trap door pops open in the floor.


A dingy, dark tunnel.  Quintus goes to the wall and pulls a rope.  A flint strikes the wall.  A row of oil torches light, one after another, stretching off into the distance.

Titus takes a torch down, holding it out.


Let’s go!



— BOOM!  The main chamber door blows open.  Zombies push in, shoving the barricaded furniture aside.  Finally, Flavius enters and looks around, trying to figure out what happened to his prey.  He spots the rear door —


Flavius enters, scans the area, breathing heavy, wracking his Zombie brain for some information that he knows is there. Finally, he goes to the wall — PULLS DOWN ON THE DECORATION.  The trap door pops open.  He shrieks to his army.

They jump down into the underground passage.


Down in the tunnel, the group can hear the sounds of the trap door opening.  The clamor and grunting of Zombies.


Do you hear that?

Lucius wrinkles his nose.


Do you smell that?




Here?  How could they…?


Flavius.  He still knows this place.

They pick up their pace.  But the sound of the Zombies grow louder down the tunnel, getting closer.


We’ll never out-run them.

Titus looks around, sees some barrels of TORCH OIL nearby.


Then we’ll have to out-fight them.

He hands his torch to Lucius.  Titus grabs a barrel, tips it on its side and STABS it with his sword.  The wood cracks, oil spilling out.

Titus kicks the barrel.  It rolls down the hall, leaking oil, headed right at the oncoming gang of Zombies.

Titus waits until it gets near the Zombies.

Then he grabs the torch and throws it down the hall.


Burn in hell!

The torch hits the oil.  It ignites.  Then the whole barrel catches and EXPLODES IN A BALL OF FLAME.

The tunnel, rages in fire — which the Zombies run right into.  With a pop and a hiss, the first wave of creatures catch fire, their gray skin burning.  Wailing in pain.

More Zombies crash into one another.  Like dominoes, the creatures burst into flame, one after another, falling into a smouldering heap.

Titus and the group back away.


That’s it.  Another way to kill them!

Suddenly — the Zombies start to shake and move.


Maybe not.


Skin black and hanging off, but skeletons and Zombie-brains intact, they charge out of the flames.



The group turns and runs.


Titus spots another OIL BARREL.  He stabs it with his sword and kicks it over, leaving it to spill.  He runs down the passage, stabbing other barrels.

The flaming Zombies run through the corridor, hit the patches of oil and BOOM!  Their own bodies light it on fire, setting off more explosions.



But the mindless monsters don’t stop.  More Zombies come up behind, continuing the chase.

A flaming, zombie mob in pursuit of our heroes.

Finally, up ahead, Titus notices a light above —


There!  An exit!

In the ceiling, there’s a METAL GRATE that allow air to come into the passage.  A wooden ladder leads to it.


I got it.

Marcus climbs the ladder and pushes the GRATE on top.  It’s stuck.  He raises his sword, bashing it.

Down the tunnel — the charred Zombies approach.

Lavinia drops to a knee, raises the crossbow.  ZING!  She fires an arrow.  It strikes a Zombie in the chest.  And the whole, charred Zombie explodes into dust!


Nice shot.

But the other Zombies come rushing up behind.


Just need about fifty more.

She re-loads, keeps firing, blowing Zombies to dust.  Titus and Lucius draw their swords, ready.  Titus calls up —




Got it!

Finally, Marcus knocks the grate off the ceiling.  Sunlight pours in.  Marcus climbs outside, reaches down.


Let’s go!

He pulls up Quintus, then Lavinia.  Lucius grabs the ladder, Titus behind him, climbing up — just as the Zombies arrive.

Titus hangs onto the ladder with one arm and chops his sword with the other — smashing the charred, flaming Zombies.  Destroying them.  Turning them to ash.

He gets to the top of the ladder, a Zombie lunges up —

Titus kicks the ladder away.  The Zombie falls back on it.  Titus hangs from the ceiling opening, dangling.

The Zombie and the ladder hit the tunnel wall — a Zombie gets crushed and explodes into ash.  The ladder falls down on some other flaming zombies, crushes them as well.

Lucius pulls Titus up.  Marcus shoves the grate back on.

And off they RUN —


— down a Roman street.  Looking around.  Stunned.  The city is barren.  Screams echo in the distance.  The group pushes up against a wall, in the shadows, hiding.


Where is everyone?


Dead, or in hiding, most likely.


Where do we go now?


There’s an army garrison nearby.  Maybe some soldiers are left alive.  They can escort us to the city gates.

He takes a step down a street — Titus grabs him, pulls him back into the shadows.



He looks around, sensing something.


What is it?


We’re being watched.


Are you sure?


After time in the Colosseum, you get used to having eyes on you.


Sure enough, it’s Flavius.  He stands in his chariot, surrounded by his band of Zombies.  He scans the area, searching the streets.


Won’t die, won’t quit.  That’s some combination.


It’s like they’re more loyal to him now than they were before.


Now they really don’t know any better.


Flavius lets out another guttural, Zombie shriek.  The other Zombies fan out, hunting.

Lavinia sees a doorway to a large BUILDING.


In here!

They run inside.


The group ducks for cover.  Titus peers out the window in front.  Lucius looks into the building — an amazing structure.  Luxurious as anything in Rome.  Black marble floors.  Statues of naked women everywhere.


Somebody has a nice house.


It’s not a house.  It’s brothel.


This place?


In fact, it only serves one clientele, the senate.

Marcus elbows Lucius.


Told you we should have gone into politics.

Quintus sits in a chair, exhausted.


What good would it do now?  The most powerful empire on earth is on the brink of destruction, all from some cursed bug infested dead man.

Titus snaps his head toward Quintus.


That man was my brother–


Was he diseased?


He was never sick a day in his life, until Flavius killed him!

Outside, more Zombie shrieks sound.  Titus snaps his head towards it, on alert.  He peers out the front window.


Is there another door?  Another street that leads to that garrison?


Through the spa, in back.

Titus nods to Marcus and Lucius.


Take a look.  See if we can escape without Flavius and his army spotting us.

He looks at Quintus and Lavinia.


I’ll watch the emperor.


Marcus and Lucius walk through the brothel, toward the rear of the house.  They pass an area set up for BONDAGE GAMES — with toys, chains and spiked costumes.  A pair of CROSSED AXES hang on one wall.  Lucius picks up a spiked THROAT COLLAR, tied to a long chain, tied to a PILLAR.  One of many.


And they call us barbarians?

A SOUND draws their attention.  Water splashing.  They raise their swords and shields, go into ready mode.


Someone there?

No response.  They step ahead —


Steam billows in a marble bathing area.


This must be the spa…

There’s another sound of water splashing.


Sounds like someone’s using it.

The steam billows.  And from the spa, out of the steam —

THREE HOT SCANTILY-CLAD WOMEN emerge.  Gorgeous.  Perfect bodies.  Sweat glistening.

Marcus stares at them, transfixed.


Ladies.  Good afternoon…

The Women come towards him in the steam.  He smiles wide.

Until the women get closer — and HISS AND BARE FANGS!


They launch themselves on Marcus.  He goes down in a pile of Zombie-Whore bodies.  Trying to protect himself.

Lucius moves in…not sure where to strike his sword.




Titus and the group hear Lucius screaming.  Titus draws his sword, Lavinia grips her crossbow.  Quintus looks up at them, not a man accustomed to fighting.


Shall I guard the door?


Titus and Lavinia rush in — stop for a moment, shocked at all the bondage gear in the room.




They look over —

Marcus struggles under the Zombie-Whores.  Lucius whacks at them with his sword, trying to get them off Marcus.  Then the whole mass of bodies tumbles forward and —

SPLASH!  Lucius, Marcus and the Zombies FALL INTO THE SPA WATER, disappearing below, swallowed up by water and steam.

Titus and Lavinia rush over, can’t see much through the roiling water.  Just bodies popping up, splashing.


Lucius and Marcus fight the Zombies, but everything’s in hazy, slow motion.  Swords cutting, Zombies thrashing, body parts churning, bubbles streaming.

Through it all, Lucius and Marcus stab away, but can’t get enough force to actually cut a Zombie head off.


Titus glances around — his eyes land on a PILLAR nearby, to the SPIKED THROAT COLLARS chained there.


THERE’S A SPLASH AS TITUS AND LAVINIA jump into the spa pool, right next to the battle.

Then CLICK-CLICK-CLICK!  Spiked collars are CLAMPED around the necks of the Zombie-Whores, locking shut.

Titus and Lavinia swim away, pulling Marcus and Lucius off.

The Zombies lunge for them — but the chains on their collars pull tight and they stop short in the water.  They reach and struggle, like fish on a line, but can’t move forward.

Titus and the others stumble up — ABOVE WATER, to the spa stairs, look back at the thrashing Zombies.  Then realize —



He’s missing.  Titus peers into the water.  Marcus’s hand reaches up for help.  Titus steps forward, grabs it, pulling him up to reveal —

Marcus’s eyes are rimmed-red, blazing.  He SNARLS.  Fangs extend.  His mouth froths.


Titus pulls away from the creature that once was his friend.

Marcus GROWLS and lunges at Titus, knocking him to the steps of the spa.  He opens his mouth, about to take a bite out of his neck, when suddenly —

Lucius appears behind Zombie-Marcus.  He holds one of the bondage AXES.  He chops down with it, executioner style, cutting off Marcus’s head, which FLIES OFF!

Marcus’s body drops back into the water.


I’m sorry, Marcus.


You didn’t have a choice.

Lavinia nods, trying to make a point to Titus.


You didn’t have a choice. These monsters are no longer the people we love. No longer our friends…or brothers.


More thrashing and growling as the Zombie-Whores are still alive, struggling to get free.

Pulling with all their might on their collar chains until —

CRACK!  The pillar holding their chains cracks in half.  The pillar splashes down into the water!  The Zombies lunge forward a moment.  UNTIL THE PILLAR SINKS!

TUGGING THE ZOMBIES DOWN WITH IT!  They disappear below.


The Zombie women struggle…bubbles frothing from their mouths…trapped, but alive since they can’t die.  A bizarre sight.


The Gods truly are taking revenge on Rome.

Titus, Lavinia and Lucius turn to find Quintus there now. Titus spins, in his face.


They didn’t unleash this.  You did.


It wasn’t intentional.


How much is enough?  How many more nations need to be conquered?  How much blood needs to be spilt?  How much death and carnage do the people need to be fed?


It is the way of the world.


It is the way of Rome!  You’re not satisfied with cutting each other down to size.  You have to plot and scheme and wage war and now look around you — this isn’t a city, it’s a living nightmare.  And you’re the emperor of the damned!

He shoves Quintus down, puts his sword to his throat.


Give me one good reason I should spare your life.

Lavinia jumps in.


Because we need him.


For what?   He’s as much of a monster as Flavius.


Perhaps.  But Rome still has an army and they need to take orders from someone.  It’s not going to be you.

(nods at Quintus)

If there’s a way out of this hell, it will be up to him, to lead us.

Titus looks at her.  Respecting her now.  Listening.  He withdraws his sword.  Quintus lets out a sigh.


Titus leads Lucius and Lavinia along.  They try to stay close to buildings, hiding themselves.  They turn a corner, FIND —


A small fortress, with huge double wooden doors.  They don’t hear anything, don’t see any movement.


Perhaps we’re too late.

Titus goes to the door, banging on it.


Is anyone here?  Let us in!  Is anyone here?

There’s a tightening sound of a dozen bow and arrows being pulled back into ready position.

Titus looks up, sees a dozen ARCHERS poised inside the garrison, aiming out defensive openings.

VALERIUS, a Centurion (officer) looks through an opening.


Surrender your weapons.


You don’t understand…



Titus and the others drop their weapons.  Quintus shouts up.


Centurion!  I am Fulvius Lucillus Quintus!  First Senator of Rome!  I demand that this garrison be opened at once!  We demand asylum!


Have you had contact with the infected?


Only when we kill them!


The senate has been over-run.  Flavius is no longer in power.  I am the acting emperor of Rome and I demand you let me in.

He raises his hand, revealing the imperial ring.

There’s a pause as Valerius considers.  Finally, locks turn.  The garrison doors open.  More archers and soldiers stand at the ready in the doorway.  Valerius steps out, bows.


Welcome, Senator.  It is indeed good to see you here.


Quintus goes over maps with Valerius and other soldiers.

Lucius lies on a blanket, resting.

Titus sits with a needle-thin dagger in hand, going through his post-battle ritual.  He etches the letter M on his arm, for Marcus, and a letter O for Octavius.

Lavinia, her face now washed, comes and sits next to him.  She looks at Titus, wincing as he carves his letters.


Does that hurt?


Compared to what?

She notices the M and the O, realizes —


For Marcus and Octavius.  You were good friends?


We fought for our lives together.  I’m not sure what that makes us, but I don’t want to forget them.


I didn’t ask before, but I’m curious…how did you become a gladiator?


About a month ago, Flavius stabbed my brother and sent me to the Colosseum.


Lavinia nods, taking it all in.


My brother was the best man I ever knew. He gave me confidence, he gave me strength.

Lavinia has a hard time, trying to apologize to Titus.


I’m sorry I killed him.


That monster you killed was not my brother. Flavius Killed him. I would not be here now if it wasn’t for you. I was just too filled with grief. You saved my life. I know that now.

Lavinia cries softly.


I will avenge my brother’s death, only then will I be truly free.


I will fight by your side.

Titus actually smiles.  A moment between them.  Broken as Quintus and Valerius enter.


We’ve mapped out a route to the city gates.  We’ll be traveling by chariot.  We move tonight.

They walk off.


We should try to get some sleep.  If we can.


Guards line the walls with bow and arrows, peering out into the dark streets, watching for Zombies.


Around a corner, hidden from sight —

Flavius peers at the Garrison, angry, thinking, plotting.

He turns back into an ALLEY.  Lets out a guttural wail.  From the surrounding shadows, ZOMBIES emerge.  Flavius raises his arm, pounding his chest in the Roman salute and shrieks.  The Zombies all pound their chest with their fists.


Titus sleeps on a blanket — with his arm draped over Lavinia, who sleeps next to him.

A shadow falls over him.  Titus snaps awake, alert.  He relaxes when he sees it’s Lucius.


Time to go.

Titus quickly pulls his arm off Lavinia.  An awkward moment as they separate.


Did you, uh, sleep well?


Fine, thank you.


Large doors open.  Torches glow.  A platoon of GARRISON SOLDIERS marches out, combat ready.

Then the chariots roll out.  Pulled by horses.  Three riders to a chariot.  Quintus rides with Valerius.  Lavinia rides with a pair of soldiers.  Titus and Lucius ride in a third cart with another soldier.

They roll along under the moonlight, flanked by marching foot soldiers.  An impressive convoy.

The occasional dark figure runs out from a building or alley, spooking the soldiers.  Faces appear in windows.  But they are just humans, hiding.

Several CITIZENS run alongside the soldiers, pleading.


Please, take us with you.  Save us from those monsters.


We are saving you, Citizens!   Rome shall not fall!

The chariots move faster, soldiers jogging alongside.  They come around a corner AND —



— he signals the entire convoy to a full STOP.

On the opposite end of the wide avenue —

It’s Flavius.  Standing in his own chariot.  Flanked by his own, roguish Zombie army.  Wearing an assortment of armor, carrying weapons now.  Blocking the street.

Flavius locks his red eyes on Titus once more.


Somebody thinks he still owns this town.


That’s the only direct route to the city gates.


Then that’s the one we’re taking.

He goes for his sword, then notices —

A PILEUM.  A lethal javelin, attached to the chariot.  He looks behind and sees the other soldiers carrying them.  He takes it out, raising it high.



The Garrison Soldiers all raise their own Pileum.


What are you doing?


Dead or alive, they’re still soldiers.  And we shall fight them as soldiers.

He locks eyes with Valerius, who nods.


Aim for the head!

He snaps the reins and his chariot takes off, right at the Zombie blockade.

Valerius spurs his horse on, leading his men after Titus.

With a shriek, Flavius and his Zombie army charge forward.

The two armies come at one another.  Noise building to a fever pitch.



At once, Titus and the other soldiers hurl the javelins.  A horde of spike spears fly — WHOOSHING PAST — and impaling several of the Zombies in the head.

The Zombies go down, skewered.

Titus and the Soldiers snap the reins of the horses, driving the chariots on.


Charioteers!  Wheels!

The Charioteers pull handles in the chariots — and LONG BLADES SPRING OUT FROM THE WHEEL AXLES.  SPINNING LIKE JAGGED DRILLS.  Ready to churn and slash everything alongside the chariots.  Titus pulls his sword.



The Soldiers pull their swords.


Cut them from above and below!

The chariots head right for the small army of Zombies —


The AXLE BLADES cut into the Zombie’s legs and torsos, shearing the creatures in half.  They crawl and slither along the ground.

Soldiers follow, swinging swords and axes, hacking off heads.

In the middle of the chaos — Flavius spots Titus.  They lock eyes again.  Flavius urges on his Zombie-chariot.

But it smashes into the mob, getting stuck.  Giving Titus just enough time to ride off down the street.


This way!

The rest of the convoy — whoever’s still human — follows him, through the forest of mangled bodies.

Racing away toward the city gates.


That’s it!  Keep moving!

Quintus sees the gates up ahead.


We did it!  Praise the Gods —


— Or damn them again.

She points.  They all turn, looking behind them —

These Zombies just won’t give up.

Flavius and his army are charging after the convoy at inhuman speed.  Their numbers growing now, with the Zombie-Garrison soldiers in the pack.

The chariots pick up speed, pulling away from the foot soldiers.  The poor guys run, looking over their shoulders —

As Flavius and his Zombie army close in on them, gaining.

Titus glances back, wincing.


Those poor devils.

Sure enough, within moments, the Zombies catch up to the Foot Soldiers.  The brave men turn and fight.

But it’s not these men that Flavius and his Zombies are after.  They hit the wall of foot soldiers and plow through them.  Biting some, knocking down others, tearing them apart.  Never stopping, continuing to chase after the chariots.

After Titus and Quintus!

Flavius blasts through in his chariot, shrieking.  They race down the street, leaping onto rooftops as they run.

Titus spurs on his chariot horse.



Zombies leap off the roofs, diving onto the chariots.  The Garrison Soldiers fight them off, trying to keep moving.

Titus pulls up next to Quintus and Lavinia’s chariots.


We must keep going!  The gates are just ahead!

They take off at a gallop.  It’s just a few chariots now, trying to out run the Zombies.




Valerius lifts a TRUMPET, puts it to his lips and LETS OUT A CODED BLAST OF NOTES.  Alerting the soldiers at the gates.


We’re going to make it…We’re going to make it!

At that moment there’s a CRACKING sound as Lavinia’s chariot takes a curb.  The axle splits, the chariot goes flying.

Lavinia and the two soldiers are tossed out.  Their chariot wrecks.  Zombies are closing in.



Titus looks back, sees her grab a sword to protect herself.

He looks behind her, sees Flavius in his chariot.

He glances to the gates up ahead.  So close.

There’s a split second of hesitation.  Mind racing.

But there’s no way he can leave her.  He pulls the reins of his horse, slowing his chariot.

In the chariot next to him, Quintus sees —


What are you doing?


Exercising my freedom.

Titus heads for Lavinia.  She stands in the street, fighting off Zombies with a sword.

Flavius races forward in his chariot.  He sees Titus coming.  Roars.  The two men…the two chariots…headed on a collision course, right at each other.



He reaches out, ready to grab her.  His chariot gets to her.


Titus pulls Lavinia into his chariot.  But at the same time — Flavius reaches down and pulls out a small thin dagger. He holds the dagger up to Titus, as if to say, “you were going to kill me once with one of these.”

Titus yanks Lavinia into the car, just as Flavius throws the dagger. It embeds itself into Lavinia’s shoulder as she cries out in pain. Titus spurns the chariot beside Flavius’s.

The spiked axle on Titus’s chariot shear through Flavius’s chariot, toppling it over.

Titus and Lavinia ride off.

Flavius screams and prods his Zombies.  They right his chariot and get it turned around.  Then pull it forward, like a team of horses, gathering speed.  UP AHEAD —

Titus spurs on his horse.  His chariot races forward.  Titus screams to the soldiers lining the wall.


Open up!!

They race closer.  Flavius almost catches up.

The gates open.  Titus heads for it.  He zooms inside.  The gates slam shut.

Just as Flavius gets there.  He smashes into the wall.  And a shower of ARROWS rains down on him and his Zombies.

Zombies go down left and right, pinned by arrows.

Flavius lets out another primal scream, arms wide, seemingly oblivious to the arrows stabbing in all over his body.

He screams at the fortified gate.  He smashes it with his fists, trying to get in.

More arrows rain down.  Until he’s like a pincushion, his body covered.  He falls, overwhelmed.  His minions finally grab him and pull him away.

Within moments, the street clears.  The Zombies run off.  Silence as the soldiers on the gate stare down.


Titus drags Lavinia from the chariot to a resting area.  He cradles her in his arms.


Are you all right?

She nods, looking up at him.


You saved my life.


Now we’re even.

They look down — at her shoulder.  Where Flavius’s dagger’s embedded.


Prepare yourself.

He grabs the hilt of the dagger and pulls it out. She screams and faints.


The sun rises over the majestic city. Packs of wild Zombies roam the streets, looking for human flesh.  Here and there, humans peer out from hiding spots, unsure what to do.

Flavius, for now, is nowhere to be seen.


In the fortified confines of the Aurelian Wall, Quintus has set up a makeshift “Emperor’s Room” — with a throne, servants running around, lots of Guards.

He hovers over a large map table, placing small, wooden soldiers around — a mock view of the city and his troops.

Valerius enters, bows to Quintus.


We have word from all four legions.  Twenty thousand men are on route and should be here by nightfall.  I’ve sent word to every other soldier still in Rome, ordering them to report to the Aurelian Walls.  We have the city locked down.  No creature can get out.


Well done, Valerius.  I’ll have you know that the senate shall be rebuilt.  Order will be restored.  And your services shall not go unnoticed in this crisis.


Thank you…Emperor.

Quintus extends his hand.  Valerius takes it, touching his forehead to the imperial ring.  Quintus smiles.


Well done…General.

Valerius can’t help but beam.


Lavinia lies on a cot in a room for the wounded, Titus by her side.  Her arm and shoulder’s bandaged. She drinks from a goblet.


It will ease the pain.

He undoes the bandage.  The wound’s red and puffy, but the bleeding has ceased.


Does it look worse?


We are lucky you weren’t bitten.

Lavinia smiles at his attempt to be soothing.


Oh, sure. A dagger embedded to the hilt in my flesh, is so much better…

He laughs. She smiles.


Most people would not find cause to be happy.


It’s just your everyday zombie battle wound–

Titus laughs again. Titus take her hand, grips it firmly.


The world thinks of gladiators as animals.  Barbarians.  But in the Colosseum, we’ve created a code.  When we fight alongside each other — no matter who the man, no matter what our past — we fight for each other until the end.  We protect each other.  You fought alongside me.  You saved my life.  Now I intend to save yours.


Quintus and Valerius hover over the map table, moving their toy soldiers around, plotting.  Titus enters and bows.


Caesar, may I have a word?

(they all stare at him)


Quintus nods to Valerius and the Guards.  They all leave.


I’m surprised you’re still here, Gladiator.  You’re a free man now.


Back in the brothel, you spoke of the first zombie.


Your brother.


It got me thinking. If he really was the first, then we need to find out how Flavius made him a zombie.




I saw my brother die. I know he was dead. How did he become this creature? This undead creature.


If we find the source, we can defeat them?


It’s worth a try.


I think it’s folly.


You have what you wanted. You have your war. You are now Caesar. It’s time to end this.

Quintus points toward the city.


By tomorrow this time, I’ll be launching an all out assault on anything not human.  First we take back this city.  Then we can worry about your origin.

Titus considers.


How many more people have to die? How many more turned to zombies? We can end this now if we find the beginning.


It’s not that easy.

He steps toward the doorway.  Titus blocks his path.  A moment of tension between the men.


It’s worth a chance.


You fool!  Don’t you see the opportunity we have? I need this war. For my legacy. I will be the Emperor that saved Rome!

Titus points toward the city.


What about the people of Rome?  Those Romans who live in the city you claim to care so much about?  Do they deserve to die?


This is the only solution to a mistake — made by the former emperor, who will soon be taken care of along with the rest of his bestial horde.


What if there was another way?  What if you could save all those people? Bring Rome back without a bloody massacre?  Flavius is the man who brought this plague upon Rome.  But you, Quintus will be the man who saved the people from it.  What kind of emperor would that make you?

Quintus broods.  It’s appealing.  But not entirely smart.


End this without war. Without further bloodshed? Save the people and in turn save Rome.


Give me twenty-four hours.  If I don’t come up with the answer, you move in with your army as planned.


There was rumor that Arrias had the ear of Flavius. That he was selling secrets. Maybe he knows a few of Flavius’s secrets as well.


I can look into it.

Quintus considers it.


Very well.  It’s a good place to start. Twenty-four hours.  Then we move in.  With or without you.

Titus turns to leave.


It’s ironic.


What is?


In an empire where it’s leaders are at war, it’s a gladiator that is filling in as the envoy of peace.

Titus nods and exits.


Titus gets Lavinia up and out of bed.  She holds onto him a moment, dizzy.  Then recovers.


I’m fine.  I don’t need help.

She crosses the room, grabs her crossbow.  Titus grabs his sword.  Lucius enters, looks at both of them.


I just spoke with the emperor.  He told me a crazy story about a man planning to sneak back into Rome, hoping to find the origin of the zombies.

Titus and Lavinia look at each other, shrug.


What can I say?  I’ve always been a fool for a good fight.


Me, too.


He gave me a bag of gold and a horse.  Wished me good luck as a free man…if that was still my plan.


What did you say?

Lucius cracks a devilish grin.


I said, freedom was starting to look boring.

He steps forward, holds out his hand.  Titus grabs it in a manly shake.  Sealing their fate together.


Titus and the gladiators stand in a room filled floor to ceiling with ARMOR and WEAPONS.

The guys smile.  AND CUT TO:

Arms strapping on wrist guards.

Breast plates being belted.

Leg guards belted.

Titus puts on a full Thracian helmet.


The door opens.  Archers stand around the doorway, facing out, ready to fire on any Zombies.

Titus, Lavinia and Lucius are now covered, head to toe, in lethal-looking Roman armor.  They look like the Roman version of a bad ass Black Ops team, which is what they are.

Finally, they step out of the door, back into the streets of Rome.  They raise their weapons, look around.  The doors CLANG shut behind them.

Titus nods and they run off, down an alley.  They pause, looking around again.


Did we really just break back inside this place?


I think we did.

He nods again.  They rush off.


Quintus stands with Valerius — peering through a defensive opening.  They can see the Roman streets, where Titus ran.


Sire, should we not send in a squad of guards with them?


He’s a stubborn fool on a suicide mission. No, we should not send anyone along with them.


But if he’s right.  If there’s a way to end this without further bloodshed…


It’s a fool’s folly. There’s only one way to end this and that’s if we wipe every last one of them off the face of Rome. We move forward as planned. We’re going to war.


As if he can sense the showdown coming, Flavius stands in front of the palace, gazing down on the city.

In the distance, he can see the AURELIAN WALLS.  See glimpses of the Roman troops, moving about inside.

He turns — to reveal behind him, the Palace compound — where his own army of Zombies has grown to a shocking size, in the thousands.  Flavius bangs his chest with his fist, raises his hand and lets out a ROAR.

The army roars back, their shrieks filling the air.

Flavius gives a signal — and a large group of Zombies files past Flavius, onto the HILLSIDE in front of the palace.

And then, for some reason, they start to dig.  All around the hill, digging holes with their bare hands.


Titus and the Gladiators, run through some corridors, then duck under a huge STATUE OF JUPITER, the greatest of the Roman Gods.

They huddle together on an ORNATE RUG at his feet, hiding.  As the Zombies race past them.  Into the distance, still hunting, out-smarted.


I think we lost them.

Lucius notices something —


What about him?

He points up into the CUPOLA of the temple, where a FIGURE in a HOODED ROBE stares down at them, face obscured.  He bangs a stick against a wall, making a signal —

And WHOOSH — the ORNATE RUG beneath Titus gives way.  A TRAP DOOR BENEATH IT OPENS.  And our heroes fall through, into —


— where they land on the basement floor, hard, stunning them.  Their weapons scatter.  They gain their senses and look around through the dark basement, to see —

THEY ARE SURROUNDED.  A group of FIGURES dressed in HOODED ROBES, faces shrouded.  Some holding torches.  Others holding spears, pointed at our heroes.

Titus raises his hands, defensive.


We’re not zombies!  We’re human!

There’s a pause.  Finally, one of the figures lowers his hood, revealing a human face — that’s been painted with streaks of blood.  CICERO, the temple’s priest.


Forgive our suspicions.


We’ve come from the city gates.  There’s safety there.


There is no safety.  Not from the curse that has befallen us.  This plague is a warning sent down from the Gods.  It is to the Gods that we must seek salvation.


You don’t understand.  The emperor is unleashing an assault on the city.  The army is going to march through and kill anything in its path, human or Zombie.  You’ll all be murdered.


We fear no army of man.  Come and pray with us.


We are looking for a Senator named Arrias.

From across the temple basement, a FIGURE steps out of the darkness, pulling back his hood.

It’s ARRIAS, the Senator.


He speaks the truth.  I know this man.


Yes!  That’s him!

Cicero pauses, candle in hand.


Arrias, how do you know him?


He’s the Gladiator from the Colosseum. They call him the Champion of the People. He’s the first zombie’s brother.

The others react with surprise, realizing who Titus is.


How do you know?


I was there.  I know that this was a curse from the Gods. I saw with my own eyes as Flavius laid Tiberius’s body down on an altar as a sacrifice to the God Orcus.


Can you lead us to the altar?


Yes, I remember.  It’s on Palatine Hill, in the Tomb of Orcus. But we must approach it from the East, on the other side of the Imperial Palace.


The fastest way is through the Colosseum.


Arrias leads Titus and Lucius through the streets.

Arrias peers around a corner, sees that it’s clear.  He motions to Titus and Lucius.  They hurry down the street.

Further down they see two Zombie Kids eating a dead human CORPSE, down to the bone.  Lost in devouring.

So that they both jump when — a big, grown-up Zombie springs upon them, hissing!  The Zombie kids shriek and run off.  The big Zombie hunches down to chew on the corpse and —

WHACK!  AN AXE flies through the air, separating the Zombie’s head from its body.  Lucius walks up to the axe, pulling it out of the wall.


This is it.


Two Zombies move through the corridors in the subterranean level of Colosseum, looking around — it’s Victor, the gladiator trainer and CAIUS, another Gladiator.

Around a corner, Lavinia steps out in front of them.


Hey, boys.  Looking for something to eat?

Their eyes light up at the sight and smell of a human.  The two of them let out Zombie shrieks and run at her.

But halfway there — Titus and Arrias and pop up from hiding spots.  They raise crossbows, loaded with arrows.

ZING!  They let the arrows fly, striking the Zombies in the head.

The Zombies stumble and howl in surprise.  The two Zombies fall to the ground, dead.


We made it to the Colosseum, now we just have to get Arrias to the other side, to Palatine Hill.


Titus turns to Lucius, who now wears a severe expression.


I’m sorry, Titus.  But there’s been a change of plans. I was told to notify Quintus if we ever found Arrias. I told him we were going to the Colosseum.

Quintus appears, flanked by ROMAN SOLDIERS.


Well done, gladiator.

Then, from around the area, a PLATOON OF ROMAN SOLDIERS appear, weapons drawn, lead by Valerius.

The Soldiers grab them all, before anyone can pull their weapons.  Arrows and swords pointed at Titus, he drops his blade.  Titus looks at Quintus, incredulous.


Quintus, what is this?


Politics.  Something you still do not understand.  More than anything else, Rome respects power.  They respect an emperor who is not afraid to wield that power.  If I were to end the war now, before it were even to begin, they would say Quintus is a compassionate ruler.  A civilized ruler.  They would love me.  But they would not fear me.  However, if I bring in the army, massacre these creatures and then deliver. In essence, save the city…I will be loved and feared.


Not if I have any say about it.


You won’t.  You see that’s the other thing.  I can’t have people telling stories of the mighty Titus, who risked his life to find a way to save Rome from the war with the army of the dead.  You would be celebrated in song and poems for years to come.  You would be made a God.  There’s one thing that Flavius said which was true.  There is room in Rome for only one God.  And now, it’s me.

He smiles a savage smile.


You also, as luck would have it, saved me the effort of finding the only Senator with enough favor to interfere with my ascension to the throne. Now all paths are clear to my rule.

(to the Soldiers)

Take them away.

Titus glares at Quintus, as the Soldiers take them away.


This isn’t over…Senator.


I’m afraid it is for you…Slave.


Outside the Colosseum, the FIRST LEGION of Roman soldiers file past in a war column.  Five thousand men, heavily armed, marching toward battle.

Off to the side, there’s a group of horse drawn WAR WAGONS waiting, including THE ROYAL CARRIAGE — a huge, ornate wagon, with a throne in the middle.

Titus, Lavinia, Arrias are chained between a pair of war wagons.

Quintus stands with Lucius, Valerius and the soldiers.  He puts a proud hand on Lucius.


You’ve done well, young man.  Your name will be written in my story — how I saved Rome from the plague of demons.

He extends his hand.  Lucius bows, kissing his ring.


Thank you, emperor.

Quintus survey the soldiers.


Wait until I’m gone…then execute them.  Burn the bodies and spread the ashes.

(nods at Titus)

I don’t want any lasting piece of that man left in Rome.


But sire, if they really can end this without any bloodshed…Why wait?


Like I said, it’s a fool’s errand.


But sire…


I do not seek counsel from lowly soldiers!  Do as you’re told, Centurion!  Do I make myself clear?

Valerius backs down.


Yes, Caesar.

Quintus climbs into the royal carriage, slipping comfortably into the throne.  He calls to his DRIVER.


To battle!

The driver whips the horses and they trot off, pulling Quintus in his royal carriage.

Valerius walks up to Titus, sword ready…but clearly, concerned about the task he’s just been given.


Valerius, no one has to die.  Quintus has the power to end this.  You must let us go, so we can stop him.  You know it in your heart.

He raises his sword, ready to kill Titus.


Legion!  Prepare the prisoners.

The soldiers move in, ready to execute Titus and his group.


Just know that you may kill me here today, but what you let that man do will burn forever in Rome…and in your soul.

Valerius hesitates, but clearly he is torn.

From behind, Lucius barks at him.


The emperor gave his orders.  Kill them!

(to Titus)

Sorry, my friend.  I guess you have to die after all.

(to Valerius)

Do it!

Valerius nods to his men.  None of them want to do this, but what choice do they have?


On my mark…

Lavinia grabs Titus’s arm.


May the Gods bless your soul.


And yours.


Three…Two —

Valerius suddenly turns toward Lucius, sword raised.



The Soldiers all turn, their arrows trained on Lucius.


What are you doing?


What’s right.

Lucius suddenly pulls a dagger, ready to stab Valerius —


Twenty zombies just swarm on the soldiers and take them down in a screaming, bloody mess.  Zombies bite them, claw them, trying to get through their body armor.

Valerius leaps back, as Lucius and the Soldiers are torn apart.


Valerius!  Quickly!

Valerius grabs a ring of keys from a fallen Soldier’s belt and unlocks them.

Titus and the rest grab swords.  They attack the Zombies, blades flashing, heads rolling.


Titus!  Behind you!

Titus turns in time to see LUCIUS — now a Zombie, flash his fangs and attack.

He ROARS in Titus’s face and —

CHOP!  Valerius chops Lucius’s head off, killing him.  He falls right at Titus’s feet — body dropping on one side, head rolling off to the other.

Lavinia screams at the fallen Zombie-Lucius.

Titus looks up at Valerius —


Behind you!

Valerius turns, just as a zombie jumps on top of him.

In a flash, Titus leaps over and slashes the Zombie in half and as the zombie head drops he slams the head on top of a pike.

Valerius looks up, shaking.  Looks at his men.  Looks at Lucius, the traitor, dead on the ground in two pieces.


You saved my life.


And you saved mine.  Which means we can save a lot more, together.

They share a knowing look.


The First Legion marches forward, killing any stray Zombies in its path.  They come to a halt, look up —

They are at the bottom of Palatine Hill that leads up to the IMPERIAL PALACE.  As they wait there —

THE SECOND LEGION marches in from another direction and meets them at the base of the hill.

A massive army of ten thousand soldiers, ready to roll.

IN THE REAR OF THE LEGIONS, Quintus surveys the scene from his royal carriage.  He looks up at the Imperial Palace.

Behind them, rolling forward are a row of catapults.


Take a final look, Flavius.  Your last moment in Rome…and on earth.


Flavius looks down on the advancing Roman troops.  Behind him, all around him, Zombies are poised, hiding, ready.  Flavius holds up a hand, silent, telling them to wait.


A pair of WAR WAGONS rushes through the city.

Valerius and his men urge the horses on.  Titus and his crew are spread throughout the wagons.


At the foot of Palatine Hill — Quintus gives the signal.



Soldiers set rocks covered in oil aflame.  The catapults shoot the flaming rocks up, slamming into the palace.

Flavius and his Zombie army remain poised in the face of the onslaught.

Trumpets sound, Tribunes bark out orders.  The mass of soldiers rushes up the hill, toward the palace.  It looks like an easy attack, no sign of the Zombies.

Their boots stomp over the dirt and shrubs, headed for the palace walls above.  They race — right toward us – their faces contorted in cries of war.


Flavius keeps a hand up, waiting.  Waiting.  The troops hit the middle of the hill and HE LETS OUT A PIERCING, ZOMBIE SHRIEK.  It echoes over the hillside —


— where a shocking event occurs.  The hillside comes to life!  Or at least, that’s what it seems.  Giant craters open up all around the charging Roman soldiers.

And from down inside the craters, an army of Zombies claws its way to the surface.  Buried “alive” underneath, waiting there, now bursting out.

They appear by the hundreds, all around the soldiers, surprising them, catching them off guard — sending them tumbling over, down the hill —

And BITING THEM.  Ravaging them.  Blood soaking the hillside.  Soldiers turning to Zombies, then attacking their fellow soldiers.  It’s sheer pandemonium.

AT THE FOOT OF PALATINE HILL — Quintus watches in shock.


How many are there?

As the battle rages on the hillside —


— Flavius sees that his Zombies have scored a surprise hit…and gives his next signal.  Another shriek, directed behind him — that unleashes the other THOUSAND ZOMBIES all hidden inside the palace.

With a tremendous ROAR, they rush from the palace —


— and scurry down the hill, into the battle, joining their fellow Zombies who are now growing in ranks.

Finally, Flavius appears at the top of Palatine Hill.  He looks down at the battle, then past it —

Until he sees Quintus in the royal carriage below.  Flavius lets out a snarl and rushes down into the fray.  A team of Zombies follows him.


Quintus watches in horror as the battle gets ugly.

He steps down from his chariot.


For the love of Rome, kill them!!

He comes up to an Archer —


Shoot!  Shoot!


Sire, we have no clear shot.  Our men are pinned on the hill.


I said shoot!!

The Archer nods, the barks out commands to his men.  The move up in a line and take position.  They draw their bows and FIRE.  Arrows fill the air —

LANDING UP ON THE HILLSIDE — striking Zombies…and Roman soldiers.  The soldiers go down, wounded.  The Zombies stumble and roar — but then simply fight on, with arrows sticking out of their bodies.

Quintus watches in horror.  His attention’s drawn as —


The war wagons pull up.  Titus and the others dismount, look at the carnage on the hill.


It’s a slaughter.


Not if we get to the Tomb.

Titus looks at Lavinia.


I suppose you’ll want to come, too?


You know better than to ask that.

Titus and Lavinia run off…

TOWARD THE TOMB OF ORCUS, in the distance.  Twin pillars mark the entrance to the Tomb on the side of Palatine Hill.

Quintus takes off after them.

EXT. Entrance to the tomb of orcus – DAY

Quintus reaches the entrance at the same time as Titus and Lavinia. Titus turns around and faces Quintus, sword raised.


Looks like the road ends here, Quintus.


You would raise a sword to your Emperor?


You are not my Emperor.


Get away from that entrance or I will call upon my legion to bring these pillars down. You would be trapped.



Men are being slaughtered on that hillside.  Zombies and humans.  You can stop it, right now.


You don’t know that for certain.


Give us a chance.


And have the people be saved by a mere slave? I can’t have you taking all my glory.


Is that why you wanted Flavius dead? Because he did not give you the glory you rightly deserved.


I have news for you my friend.  I have always ruled.  You think Flavius knew the first thing about governing?  About politics?  His mistake is that he forgot who his teacher was.

His words echo off the walls of the entrance.  Followed by a ZOMBIE SHRIEK —

As Flavius himself appears, high up on a wall.  He shrieks again.  Five other Zombies appear next to him.

And all at once, they leap from the walls!



Flavius leaps at Quintus, soaring through the air, arms outstretched, bloody robes flowing in the wind.

He lands right on top of Quintus.  At the last moment, Quintus raises his dagger, stabbing Flavius right through the eye.  Flavius rears up, dagger protruding from his face.

Quintus scrambles away, headed right for Titus.

Titus grabs him and pulls him through the entrance and down into the tomb. Lavinia follows.

Flavius leaps after them again —

Int. TOMB OF ORCUS – same

Quintus, Lavinia and Titus fall into the room. The room’s circular with torches lining the walls. Firelight dances on their faces. Quintus is in sheer horror.

Slowly, Flavius steps forward into the room with several zombies following him.

The zombies block the exit.

Titus and Lavinia raise their swords and put the altar between them and their enemies.

Flavius jumps up on top of the altar, just as Titus steps forward and swings high…

CUTTING off Flavius’s arm with the Bracer of Orcus!

The arm with the Bracer flies into the corner.

FLAVIUS screams a Zombie death scream.


The SCREAM echoes throughout the battlefield. Instantly, the fast focused zombies turn into slow meandering zombies. The Zombies no longer being lead by their master.

Int. TOMB OF ORCUS – same

Flavius stands on the altar bleeding not blood but a viscus grey thick liquid onto the stone.

An inhuman guttural, etherial howl emanates from within the bowels of Lepercal Cave.

Everyone in the room looks on in terror as the spirit of the god of the undead rises from the floor. Orcus, dust forming the ghostly skeletal wraith, materializes before them.


You’ve come to offer your mortal body as a vessel for the mighty Orcus. You have proven worthy and have served me well, Flavius! It is time for us to be as one!  I shall be unchained from this tomb.  Free to walk the earth.  I will now hold dominion over the Living and the Dead.

Titus and Lavinia look at each other.


That can’t be good.

Orcus floats over and enters the body of Flavius. The dust enters every pore.

Flavius grows bigger. He SCREAMS as he metamorphoses into the God of the Undead, Orcus, but a much more terrifying and grotesque version of the God.

Orcus-Flavius turns and reaches out to the zombies around him. He tears all the arms off the squirming zombies and attaches them to his body.

The zombies hit the ground in pieces.

The monster’s transformation is complete. It is horror identified. A monstrous combination of zombie flesh.

Lavinia puts her hand on Titus’s arm.


What do we do?


If it’s mortal, it can be killed. It’s time to avenge my brother. I will endure.


Let death fear us!


I must face this alone.


Like Hell you will.  Remember, “fight for each other until the end”.


This is not your fight.


If it’s your fight, I fight as well.

She kisses Titus. He nods, concerned but resolved.  Then, he turns to face Orcus, now fully transformed into a mortal monster.

Titus pulls the shield higher up on his arm and swings the sword.


Now, I’m the ruler of this world. My army shall sweep across every land.


I can’t let that happen.


Are you so foolish, as to face me?


For the people of Rome, absolutely.

Orcus pulls a giant axe off the wall and swings it at Titus. Titus rolls to the side, just as the axe slices into the altar, crushing it to dust.


Foolish mortal. I am a God!


Not anymore, you’re not. You’re mortal, as well.


Behold, my wrath!

Orcus waves his hands and the floor splits open revealing…

AN ENTRANCE TO THE UNDERWORLD! A flaming fiery pit with a lava bottom.

Lavinia slides into the pit, just about to disappear into the chasm, but is caught at the last moment by Titus. He slowly pulls her up to the tomb floor.


I open the underworld itself and call upon all the souls to come forth and serve me!



Spirits, tortured souls, and screaming banshees fly out of the tomb and flood the battlefield. They terrorize the soldiers and Roman centurions. The battle sways again in favor of the dead and undead as they join forces against the living.

Valerius points to the tomb, the source of the evil and waves Arrias and others toward the entrance.

Int. TOMB OF ORCUS – same

Titus, all fury and frustration, screams a gladiator scream and rushes Orcus.

The mighty Behemoth and the gladiator trade heavy blows, but Titus is no match for the monster.

The room is engulfed in rubble as Orcus crushes the walls, altar and floor in an effort to kill Titus.

Titus is battered and bloody and is flung to the opposite wall. He hits the ground hard, losing all strength and breath. He lies there for a moment as if all is lost.

In his last moment of need, he hears his brother’s voice.

Tiberius (OC)

I believe in you.  Even if you don’t believe in yourself.  What have I always told you? That a Champion is here.

Titus puts his hand to his heart.


Lavinia winded, gets up and rushes Orcus. He picks her up with one hand by the throat and holds her up off the floor, choking the life out of her.


Titus shakes his head, trying to shake off the pain.


You have the heart of a true warrior.  You can do this.

He gets up and grits his teeth.


Brother, may I honor you today–

Just as Lavinia is about to pass out, Titus jumps over the fiery chasm. Orcus throws her to the ground and swings his mighty axe at Titus.

Just as the axe slices through the air for the last time, Titus pivots sideways and in one fluid and vicious swing, cuts Orcus’s head off.

The head hits the ground and slowly the body falls next to it. Orcus’s mortal body has been beaten. The spirit of Orcus rises for the last time out of the body, like dust settling from the room.


Spirits, tortured souls, and screaming banshees all scream and howl as they are sent back into the tomb, leaving the zombies to fight on their own once more.

Int. TOMB OF ORCUS – same

A rush of air and heat as spirits, tortured souls, and screaming banshees fly back into the underworld.

The dust, once more forms to that of a Skeletal Wraith, then floats on the air for one long moment before disappearing back down into the hole where it came from.

The hole seals up again.

Lavinia gets up and hugs Titus. They breathe one last sigh of relief. The battle is over.

Forgotten, Quintus coughs and wipes the dust from his clothes. He stands, looks at Orcus’s dead body.  He reaches down and picks up a sword.


Maybe the Gods had a plan for us after all. When I give my first speech as emperor of the new Rome, I’ll make sure this moment is immortalized. I hope you don’t mind if I mention my own name as the slayer of the God of the Undead!

To Quintus’s surprise, it’s Lavinia who responds.


And I’ll make sure that never happens.

She steps forward and lunges with her sword, stabbing Quintus right through the heart.  He gasps, mortally wounded.

Lavinia glares into his eyes.


This IS the new Rome.

Quintus slides off the sword and falls to the ground, dead.

From behind them, there’s a commotion — as Valerius, Arrias and others arrive.

They stop, gazing at the horror, with zombies, Flavius-Orcus and Quintus all dead on the dirt floor.


The battle continues to rage but all the zombies have changed from the ravenous quick agile zombies to the lumbering brainless slow zombies.

The tide turns in favor of the Romans once more as the soldiers easily dispatch the slow lumbering creatures.

Ext. Rome – days later

The city is recovering. PEOPLE are just now coming out of their homes and gathering together to clean up the once great city.

It is a time of healing.

Ext. Pit – same

SOLDIERS dump ZOMBIE BODIES into a flaming pit. The smoke carries into the skies.

More smoke can be seen from another pit some distance away from this one…


AND ANOTHER, and another…to reveal DOZENS of these pits throughout the city.


Titus and Lavinia are on a pair of horses.  Valerius says his good-byes.


The army thanks you, Titus.  The People of Rome thank you.


Take good care of them for me.

Valerius nods, walks off.  They watch him go.  Then Titus turns to Lavinia.


Where will you go?


I was thinking, perhaps going to a farm, marrying a man and bearing a brood of children.  You?

He leans over and kisses her.


Have you ever seen Crete?

They smile at one another.  They ride away from the city gates into the setting sun.  Two people, exercising their freedom — getting as far away from Rome as possible.

Int. Tomb of orcus – later

Laying on the dirt floor are two arms; one with the Imperial Ring and the other with the Bracer of Orcus. A hand reaches out, passes over the one with the Ring and picks up the one with the Bracer.

In the firelight, Arrias smiles to himself as he takes the Bracer off the arm and puts it on his own. He throws the zombie arm aside.


Why be an Emperor, when I can be a God.