- We're in the Colosseum again. Bread is being thrown into the crowd. It's another battle day.
- Senator Gracchus enters a box where other senators are sitting. They banter a bit, before the scene shifts to shows us Commodus and Lucilla entering their box.
- Cassius announces that it's the 64th day of the games, and that the only undefeated gladiator in Roman history, Titus of Gaul, has returned after five years of retirement.
- Titus enters on a splendid chariot.
- Maximus is underneath the Colosseum getting ready. He tells Proximo that "this," the spectacle, is not the dream of Rome that Marcus Aurelius had.
- Maximus enters the arena. The crowd chants his name.
- Wait a second: is that Cicero, Maximus' old pal in the crowd? Sure looks like it.
- The scene cuts to Commodus and Lucilla, and Commodus says Maximus' death has been arranged.
- Maximus is face to face with Titus, who salutes Commodus (Maximus, of course refuses).
- Maximus notices some orderlies enter the arena, and he's puzzled. Titus kicks sand at him, and starts attacking.
- Maximus defends himself well, but is knocked down. Suddenly, a trap door is opened, and a tiger lunges out.
- Maximus gets out of the way, continues fighting, but then another tiger's unleashed. He avoids that one too.
- The tigers repeatedly swipe at Maximus and Titus, who both avoid it. Suddenly, a third tiger's unleashed.
- This tiger gets on Maximus' back. He knocks it off with his shield, and continues fighting.
- Finally, a fourth tiger's unleashed and jumps towards Maximus. He stabs it while it's still in the air. It lands on him, and he stabs it again.
- He continues fighting Titus from the ground. He hits him in the face, and then slams an axe on Titus' foot.
- Titus is injured. Maximus gets up, knocks Titus over, all while the crowd is chanting, "Kill, Kill, Kill."
- We see Commodus' face. His plan has been foiled.
- The crowd keeps chanting, "Kill, Kill, Kill."
- Maximus looks towards Commodus, and waits for the order. After some deliberation, Commodus gives a thumbs down (the sign for death).
- Maximus takes the axe, and is about to kill Titus, but then tosses the axe aside.
- Commodus gives a wry smile from his box and then leaves. The crowd is chanting "Maximus, Maximus, Maximus."
- The praetorians enter the arena. That means Commodus will be in shortly.
- He enters. Lucilla watches from above.
- Commodus starts talking, making the absurd suggestions that he and Maximus really aren't that different (they both take life when they have to).
- Maximus says he only has one more life to take (i.e Commodus'). Commodus challenges Maximus to take it then.
- Maximus turns and walks away. Commodus starts taunting him again, talking about how his son screamed like a girl while he was being nailed to the cross, and how his wife moaned "like a whore" as she was repeatedly raped.
- Maximus, visibly upset, endures it. It sounds like he's choking back tears as he says to Commodus: "the time for honoring yourself will soon be at an end…highness."
- Maximus starts to exit again, as the main theme starts playing.
- The praetorians move out of the way for him so he can leave.
- We see Senator Gracchus head out, and we see Lucilla watching intently.
- The crowd is chanting "Maximus" again, and Commodus can tell that he's once again been bested by Maximus.