You are suffering, Sonja... but vengeance shall be yours.
Vengeance on Queen Gedren... who wanted you for herself.
Your disgust was clear.
And so it was that Gedren ordered your family murdered...
your body violated by her soldiers.
But in your quest for justice and vengeance... you will need great strength... for your sword arm must have no equal.
I give you that strength.
Varna, where is the Lord of Hyrkania?
He has not come, Highness.
He should be here for the destruction of the talisman.
But we cannot delay. We will proceed without him.
O God of the high Gods... behold the talisman with which you created the world and all things.
O God of Gods... it has become too powerful for us... and we must destroy it before it destroys the world.
Forgive us now as we send it out of the light... from which it draws its power... into eternal darkness.
So this can make worlds... or shatter them by storm and earthquake.
Have it lifted out.
Lift it out!
So it is true. Only women may touch it.
Take it out.
Great queen, what shall we do with the prisoners?
The talisman's stolen.
Must destroy the talisman.
We must find my sister. Take me.
I know where she is. Please.
You have nothing more to learn, Sonja.
You are the master of the master.
Never have I seen your equal.
You must learn to like men a little better.
They are not all evil.
We must judge by our own experience, Grand Master.
But in life, all is not swordplay.
Hatred of men in a lovely young woman... it could be your downfall.
I don't hate all men, Grand Master.
That would have been music to my ears 30 years ago.
A great swordsman must have a great sword.
A gift from the Grand Master.
What is it, Red Sonja?
I'm looking for Red Sonja.
I am Sonja. Your sister's dying.
I'll take you to her.
I've lived long enough.
The talisman's stolen.
All the priests massacred.
We fought... Rest, Varna. Later we can talk.
There's no time. Listen.
The talisman has terrible power... which grows in the light.
In 13 days it could destroy the world... by storm and earthquake.
You must destroy the talisman, Sonja.
Send it into darkness. Swear that you will.
Who took it?
I don't know.
There was a woman with a gold mask.
Where did they take it? North? South?
She's dead. And the living have work to do.
Her work, my work, is no concern of yours.
Who are you, anyway? My name is Kalidor.
I befriended your sister, remember?
I'm a friend of yours, too.
I thank you for what you did for my sister. You will be rewarded.
I'm no mercenary. Nobody pays me.
If I think somebody owes me something, I take it.
Someone is using the talisman.
What place is that? Hablok. It's a great city.
Where are you going?
Wait. I'll come with you.
Why should you? It's no business of yours.
And neither am I.
You may be wrong on both counts.
I know you're a brave girl, but danger is my trade.
Then I'll learn it by myself.
Don't make me angry, Kalidor.
I don't need any man's help.
Don't shake it, fool. Hold it steady! Can you do nothing right?
Still, you great idiot.
I'm trying, Your Highness.
Clumsy oaf. Stupid, dumb, useless, selfish beast!
Quickly, come. Come to me.
Don't give me orders, slave. I'll have you hung by the heels.
Anyway, it's too slippery.
Do you want me to fall in that boiling mud? You numskull.
I'll try to swing it around. Now.
Hold still, boy. Boy?
Steady, Your Majesty. Steady.
Jump off. Jump.
What about me?
Get back here and stop playing the fool.
I hear and obey, master of the world. I'm coming.
Lucky for you that this person came along.
Reward her, and tell her who I am.
His Royal Highness, the Prince Tarn, Great Lord of Hablok... keeper of the spotless throne... great elephant who fertilizes the world with his...
I've told you not to say that.
Do it again, and I'll have you impaled.
Well, reward her, fool.
From the look of your kingdom, Prince, you need this more than I do.
Did she address me?
Queen Gedren attacked us is what happened.
Gedren? Queen Gedren?
She knocked down half the city with her new weapon and demanded our surrender.
My army ran away.
Do they want to live forever?
I refused to surrender.
So she knocked down the other half.
Falkon, since everyone is dead or run away... you shall escort me to the mountains tomorrow.
I shall raise a new army... and crush this upstart Gedren underfoot.
Where can I find her, this Queen Gedren?
In Burkubane, the land of eternal night.
How do I get there?
There's a long scenic way, and there's the short way through Brytag's toll road.
I'll take Brytag's toll road. Which way is that?
Straight north from here. You can't miss it.
But it's worth a try.
Ask the woman if she wishes to join my army.
We'll probably need a cook.
Your Highness is too kind, but I travel alone.
Dismiss the woman, Falkon. I shall dine in an hour.
May I give you a word of advice?
Put him over your knee and beat some manners into him.
You wouldn't happen to have a tablecloth, would you?
Brytag, come down and open the gate.
Not so fast, redhead.
I'm up here where I can get a better look at you.
I have no time to waste, Brytag.
I have plenty. Come up, I say.
Come here, wench. Why should I?
Because I am Brytag. This is my land.
All that pass through pay me tribute.
How much, Brytag? Who mentioned money?
Tribute, I said.
The tender kind all women pay to Brytag.
Suppose I don't.
Suppose, instead, I open up that great fat belly of yours.
You hear that?
She's going to open up my great...
Woman, I have fought 177 men.
Only one survives, and he has got no legs.
You dare to mock at Brytag?
That takes no daring.
But when I've killed you, will your warriors let me go unharmed?
When you've killed me?
When this wench has killed me, you will let her go unharmed, won't you?
I'm gonna feed your eyes to the birds, red hair.
I don't need eyes to find you.
I can smell you at a hundred paces.
I will tell the future in your entrails, red woman.
I know my future. You have none.
Hold on, Sonja.
Sonja, come on.
This way. Follow me!
Get away. Go! What about you?
I can hold them. Go!
Hurry! Stop them!
Release me, ruffian!
Release me, I say!
Tell us where it is. I'll have your head for this!
Don't be shy.
The gold, boy. Where's the gold?
There is no gold, ruffian.
I tell you, I have no gold!
You have fine raiment, boy, almost as resplendent as mine.
And you expect me to believe you're penniless?
I'll have you know, villain, I am Prince Tarn of Hablok.
My subjects will see to your punishment for this.
And a grievous punishment it will be, impertinent oaf!
My kingdom is greater than yours.
And I have but four.
Are you all right, your sovereign Majesty? Yes, clumsy oaf.
Why did you leave him?
We needed food. I went hunting.
You could have taken him with you.
Tell her, Falkon, that I don't care for hunting.
He doesn't care for hunting.
Treasure to the vaults, prisoners to the dungeons.
Take the talisman back to the Chamber of Lights.
Very well, my queen.
Perhaps fewer candles... would be advisable, Your Majesty.
The stronger the light, the greater the power of the talisman grows.
I want more light here, not less.
But it is dangerously powerful already, great queen.
Look what it did to Hablok. Yes. Very satisfying.
But I want its full power when we march against Toktyl, Ikol.
Its full power.
It will be beyond our control, Majesty. Majesty!
Enemies are approaching the outer empire.
It's the Prince of Hablok, Your Majesty... with his army.
So she escaped the fire. How fortunate.
Ikol, I want her alive without so much as a scratch on her skin.
Shall I send out a small ambush party?
We'll wait till they get a little closer.
Burkubane, the land of perpetual night.
Falkon, proclaim my arrival... and the defiance of Queen Gedren.
Sound your trumpet.
Keep quiet... at least till we find a way across.
Princes do not sneak in on their enemies like thieves.
You don't know much about princes, do you?
You wait here with the horses.
I want to test this bridge first.
Or whatever it is.
It looks safe enough. We'll lead the horses across.
Now hear me, Gedren!
It is I, Prince Tarn of Hablok... to revenge myself on the tyrant of Burkubane.
Be quiet, you arrogant, ungrateful pup.
How dare you, woman?
I'll show you how I dare.
This should have been done long ago.
No. If you must hit someone, then hit me.
You're not worth the effort, boy.
Yes, boy. You'll never be anything else... till you learn gratitude and self-sacrifice, like Falkon.
He's a real man.
She didn't mean it, my prince. She doesn't know your fine qualities.
Take that, ruffian.
Take that, you ruffian.
I thought princes did everything so well, they wouldn't need to.
I was disarmed by those ruffians the other day.
I noticed. So? It needn't be fatal.
I am disarmed. Kill me. Come on.
You're meant to be using your sword. Remember?
Simple, isn't it?
But it's not in the rule book.
You see, fencing and fighting are two different things.
You need to learn them both.
Will you teach me to fence and to fight?
If you please?
Spoken like a prince.
You were disarmed because you hold the hilt too tight.
Grip gently. See?
Gently. I see. Like this?
Your Highness learns fast.
I think we'll continue your fencing lessons another time.
We've an early start.
You are very beautiful.
When I am king of Hablok, I shall have you at my court.
You will? My, the honor.
I may even make you my queen.
But I'm still young.
We shall have to see.
They will reach the Ithian Cavern tomorrow.
We must force them to take shelter there.
The killing machine will do the rest.
Yes. They'll make fine fish food.
But not the girl.
I want that beauty here with me. See to it that she is spared.
I'll do my best, my queen.
The machine is difficult to control.
One cannot guarantee that something will not go wrong.
If it does, you will be its next victim.
The talisman, Ikol. We need a storm.
A little one.
We should be out in the storm.
Why? This is shelter, isn't it?
I haven't got time to shelter. I've four days left to find the talisman.
Besides, something drove us in here... every bit of the way.
I noticed it, but I'm not complaining.
He promised not to wander. Dry off, I'll go find him.
Look at this.
It must be the biggest in the world.
Could be fake. There's a lot of bad stuff around.
This pearl can rebuild Hablok... fill its treasury, buy me an army.
Dig it out!
Your Highness, it may belong to somebody.
It does, and he wants it now!
Use your dagger, fool!
What are you doing?
Falkon, Highness, look at the water!
Come on. Put your back into it.
It won't budge. Maybe it wasn't meant to come out.
The water is rising. You must get out of here.
This way! Make for the stairs! Come, my prince!
Get out of the water! Yes.
Climb up here, my prince.
I'm coming, my prince!
Where is she?
I can't kill it! It's a machine!
Sonja, we have to blind it!
It's our only chance!
Falkon, get out! It can't see!
There. Keep it covered.
Why have you been following me?
To see that you reach the talisman safely.
I have to be sure that the talisman is destroyed.
Centuries ago, the high lords of Arcadia... had entrusted the talisman to the priestesses... because only women may touch it.
But to guard it, or to destroy it if need be... is still the duty of the High Lord.
You? The High Lord?
I was coming to the temple to see the talisman destroyed... when I found your sister dying... and learnt that the talisman had been stolen.
So she guided me to you.
Why didn't you tell me who you were?
You didn't seem to want a man's help.
But you needed it, so that's why I followed you.
I had to be sure you reached the talisman.
I misunderstood. I thought you had another reason.
No. I'm under a vow.
No man may have me unless he has beaten me in a fair fight.
So the only man that can have you is one who has tried to kill you.
If you yield only to a conqueror, then prepare to be conquered.
Don't be a fool. I don't want to kill you.
Keep it down over there. We're trying to sleep.
Are you all right?
Yes, Prince. We were just practicing.
Then let me down!
Why does she fight so hard?
She doesn't want to win.
Gedren's army. Another kingdom enslaved.
The talisman! We must find a way in.
We'll have to climb.
Three of us should go in.
Who'll stand guard this doorway, the post of danger?
Falkon? Me? Here?
I don't know what's coming out that door. No, I am going up.
I'll take my chances in there.
And I have to go in.
Take care, Your Highness.
Tomorrow, I start my diet.
Majesty, the talisman is almost beyond control.
We must bury it in the dark before it is too late!
It'll be buried when I have no further use for it, and that time is not yet.
But it will kill us all! O God, Majesty, what do you want?
Our vaults are brimming with gold. Great states live in terror of us!
What more is there? The world, Ikol!
Today we took another piece of the city of Toktyl.
But I have wider claims and the talisman will enforce them!
Madness. There will be no world.
There will be no world.
We must find the talisman. Only I can touch it, remember.
You take that way, I'll go the other way. Falkon, you take the center.
How's the food around here?
Who are you?
Look for the talisman. Yeah. Right.
Ikol, Gedren's black spider. You.
Yes. Prince Tarn of Hablok.
The city you blasted with your filthy sorcery.
So the royal brat hasn't learnt his lesson.
Out of my way, child.
So that you can desert, like the thief you are?
With my gold?
Now that was unmannerly of Your Highness... and rude little boys need correction... if they're going to grow up into...
I'm afraid Your Highness' growth is going to be stunted permanently.
Now, yield, Black Spider.
Where's Queen Gedren?
She's gone. I'm so glad that you've come.
Please, will you protect me? I'm so frightened.
Gedren! Where are you?
So the Prince of Hablok honors us with his presence unwisely.
How many are with you? Tell me! How many are with you?
How many? Enough, Gedren!
Get back, or Hablok will need an heir to the throne.
And your own throne, Gedren.
Unless the talisman goes into the dark, your whole kingdom will...
Prince, get Kalidor and Falkon.
There's a way behind the throne.
The talisman, Gedren. Quickly!
You are a fool. We could have ruled the world together.
Now I shall rule alone, and you will die for what you did to me.
What I did?
You slaughtered my parents like cattle.
My brother, my sister!
Vermin! What were their lives compared to this?
You are mad! The talisman will destroy you.
Up here, Sonja.
Kalidor, Falkon, this way! Hurry!
Down this hallway!
Sonja. Over here.
Prince Tarn, come back.
I am here, Gedren. Death to all tyrants.
Sonja, help me!
Sonja! Behind you!
I can't get through.
Falkon, pull her through. I'll hold the gate.
Follow me. This is the way out.
How do you know, Highness?
Because this is the way I came in, you clown.
Here's the way through.
The door doesn't move.
How does it open?
I know. Leave it to me.
No! Come back, Prince!
He's done it.
We can't leave him. Wait here, my prince. Don't go away.
Save yourselves! Run for it!
You, too, Falkon, you great, clumsy oaf!
Run! Run for it!
I'm not leaving here without you, my prince.
Give me your hand. Reach. I'll get you out.
Hablok is over there.
When it's rebuilt, you must come to visit us.
I'm sure to need a queen someday.
You'll find one.
Whoever she is, Prince, choose carefully.
I make it a rule never to take a woman unless she can beat me in a fair fight.
That's a challenge I might think about someday.
What about right now?
Come along, Falkon.