300: Rise of an Empire is a 2014 American fantasy war film directed by Noam Murro. It is a follow-up to the 2007 film 300, taking place before, during and after the main events of its predecessor and based on the Battle of Artemisium and the Battle of Salamis. It is based on the as-yet-unreleased Frank Miller graphic novel Xerxes. Zack Snyder, who directed and co-wrote the original film, acts as writer and producer on Rise of an Empire.

The cast includes Lena Headey, Rodrigo Santoro, David Wenham, Andrew Tiernan, Andrew Pleavin and Peter Mensah reprising their roles from the first film, alongside Sullivan Stapleton, Eva Green, Hans Matheson, Callan Mulvey, and Jack O’Connell. It was released in 3D and IMAX 3D on March 7, 2014. The composer for the film is Junkie XL.

The film was released to mixed reviews, with critics praising Green’s performance but criticizing the story and overstylized gore, and grossed over $331 million worldwide.

At the end of the Battle of Thermopylae, Leonidas I and his legion of 300 lie dead at Thermopylae. Xerxes I then beheads King Leonidas, symbolizing his victory over the Spartans.

Queen Gorgo of Sparta tells her men about the Battle of Marathon, in which King Darius I of Persia was killed by General Themistocles of Athens 10 years earlier. Darius’ son, Xerxes, witnesses his father’s death, and is advised to not continue the war, since “only the gods could defeat the Greeks”. Darius’ naval commander, Artemisia, claims that Darius’ last words were in fact a challenge and sends Xerxes on a journey through the desert. Xerxes finally reaches a cave and bathes in an otherworldly liquid, emerging as the “God-King”. He returns to Persia and declares war on Greece to avenge his father.

As Xerxes’ forces advance towards Thermopylae, Themistocles meets with the council and convinces them to provide him with a fleet to engage the Persians at sea. Themistocles then travels to Sparta to ask King Leonidas for help, but is informed by Dilios that Leonidas is consulting the Oracle, and Gorgo is reluctant to side with Athens. Themistocles later reunites with his old friend Scyllas, who infiltrated the Persian troops and learned Artemisia was born Greek, but defected to Persia as her family was raped and murdered by Greek hoplites and she was taken as a sex slave, who left her for dead in the streets. She was rescued and adopted by the Persians. Her lust for vengeance gained the attention of King Darius and he made her a naval commander after she killed many of his enemies. Themistocles also learns that Leonidas has marched to fight the Persians with only 300 men.

Themistocles leads his men, which include Scyllas, Scyllas’ son Calisto and Themistocles’ right-hand man Aeskylos to the Aegean Sea, starting the Battle of Artemisium. They ram their ships into the Persian ships, charge them, slaughtering several soldiers before retreating from the sinking Persian ships. The following day, the Greeks feign a retreat and lead a group of Persian ships into a crevice, where they become stuck. The Greeks charge the Persian ships from the cliffs above and kill more Persians. Impressed with Themistocles’ skills, Artemisia brings him onto her ship where she has sex with him in an attempt to convince him to join the Persians as her second-in-command. He refuses, causing her to push him aside and swear revenge.



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