- It's nighttime outside the gladiator barracks. Roman soldiers come around the corner.
- The scene shifts, and we see a snake put in one senator's bed.
- Then, we're back to the soldiers running somewhere, and then we see the snake approach closer to the senator.
- Then, we see Maximus gathering his figurines by candlelight. The soldiers arrive, and yell at Proximo to open the gates in the name of the Emperor.
- Proximo takes his time, and starts walking somewhere with the keys.
- He goes to Maximus, gives him the keys, and says, "It seems you have won your freedom." Maximus asks him if he's in danger of becoming a good man.
- He scoffs, and walks away. He does not let the praetorians in.
- Maximus gets out of his cell while Juba releases the other gladiators. They all assemble, and Maximus says he only needs a few moments.
- If they don't want to participate, they can go back to their cells. Meanwhile, the praetorians have broken down the gates and entered.
- Like the Romans at the beginning of the film, the gladiators all say "strength and honor," as does Maximus.
- A battle between gladiators and praetorians ensues as Maximus escapes.
- The scene shifts to Proximo, who is examining the sword given to him by Marcus Aurelius.
- The praetorians enter, and while he has his back to them he says, "shadows and dust."
- They all stab him.
- Maximus enters a sewer or tunnel, finds his armor, and proceeds on his escape route.
- The gladiators fight relentlessly. Hagen is shot with about ten arrows, and expires.
- Meanwhile, Maximus emerges outside the city walls. He sees a horse.
- He cautiously approaches. It's Cicero.
- Cicero shouts "Maximus!" before the horse flees, and Cicero is hung.
- A noose had been tied around his neck already.
- Maximus rushes to save him, but arrows are fired into him. Cicero apologizes.
- Roman soldiers approach from all sides. Maximus' plan has been foiled.
- The music builds and builds until the scene immediately shifts to a view of the Colosseum at dawn.
- The night's turmoil has ended.