Inside a big Roman forge, we see several armourers working on helmets, swords, daggers, etc. Titles are faded in and out.

The movie fades from a Coolus type E helmet of this forge to one that belongs to a Roman legionary. The camera zooms away and we see hundreds of them marching through the fields of Pannonia (titles: "the Roman province Pannonia in 8 AD"). A big number of rebels suddenly start an ambush-attack, when Arminius (Heath Ledger), Flavus (Charlie Hunnam) and Hildirikaz (Casper van Dien) appear to lead a troop of Cheruscian riders, the Germanic auxiliary of the Roman army under Tiberius' command. They got severe problems to defeat the rebels and Arminius learns how vulnerable the Legions are, if they have to face certain conditions. Arminius himself fights very bravely and Tiberius (John Turturro) rewards him for that. The main part of this war is over after the summer of 8 AD and so they allow Arminius to return to his homeland, where some family business awaits him.

Next stage: we watch the Legionary fortress Vetera (Xanten-Birten) in the morning light. It's time for the soldiers to wake up and leave their barracks. The camera moves over the faces of a contubernium fimi, the smallest unit of the 18th Legion (their names are Fimus, Liberalis, Gallio, Cico, Belletor, Ambrosius and Encratis) You get to know them a bit, before their Centurio Marcus Caelius (Sam Neill) tells them that their governor Varus (Massimo Ghini), just appointed in the last year, arrives at the following afternoon. Some new recruits come with him, one of them is going to complete their contubernium. We see the Legion in formation a few hours later, greeting the governor, who's making a little speech. The 19 years old Marcus Aius (Elijah Wood) from Volaterrae becomes the eighth man of our contubernium. His new comrades don't seem to be very pleased by his presence. Only Ambrosius (Jack Black), who's also from Etruria, welcomes him (he's in fact secretly attracted to Aius, but he cares a lot that nobody including Aius is going to recognise it). Aius gets his Legionary kit and a pair of knee-long trousers, which he finds very exotic.

Months of hard drill follow (similar like in "Full Metal Jacket", here it is Encratis (Steve Buscemi), who's got some problems with the tough training). In the background we see Arminius and Flavus saying good bye to Marcus Caelius and other officers, because the two brothers are going to return to their people for the next months. They leave more than 100 miles behind them on their horses, until they finally reach the estate of their father Sigimer (Rutger Hauer), who's seriously ill. Both are embarrassed by the still rather primitive stage of culture in Germania Magna. They meet Ingomer (Viggo Mortensen), a younger brother of their father, who informs them about the latest events in Germania Magna. Other important Cheruscians like Dagameraz (Willem Dafoe), Gudameraz (August Diehl), Gudafrith (William Fichtner) and Hildirikaz (Casper van Dien) are also there to greet them. They enter the house of their father and have a bit of small talk. Sigimer, who was never a real friend of the Romans, reveals himself after some time. He says that he only send them to Rome, because he wanted them to learn how the Roman occupants and the Germanic rival of his family could be defeated. Flavus is totally shocked by that and gets angry, as he already considers himself more a Roman than a Germanic, but Arminius holds his emotions back and listens to his father, when the old man explains his ambitions plans: Arminius is ought to achieve the same thing as king Marbod in Bohemia. That means unifying several tribes to build a kingdom with Arminius as their ruler. Flavus cannot accept this and leaves his father's house, never to return. Arminius runs after his brother, since he's afraid that Flavus would tell the Romans all about these plans, but Flavus promises to shut up, although it would be his duty to report this. Flavus reads in his brother's eyes that Sigimer's plan has already infected him.

Some months later: the soldiers of our contubernium build a street and a young Germanic woman named Veleda (Kirsten Dunst) aids them by bringing some food and fresh water. Ambrosius tells Aius that she's the girlfriend of Liberalis (Carlos Bernard). Aius seems to find her interesting and again "exotic", too, which makes Ambrosius a little bit jealous. Arminius rides in the meanwhile to court of Segestes (Jürgen Prochnow), his biggest rival. Their conversation ends in a heavy argument about marrying Segestes' daughter Thusnelda. Arminius needs the support of his buddies Dagameraz, Hildirikaz and Gudafrith to get out of there, before Segestes and his men are able to kill him.

Arminius and his comrades sit together at a camp fire and discuss what to do next. Gudameraz appears to tell Arminius that his father Sigimer became so sick that he's going to die soon. They rush to Sigimer's court, where the old Cheruscian prince lies in his bed, barely able to talk. He wants his son Arminius to promise him that he's going to fulfil his plans. Sigimer also wants Arminius to fight the Romans to get some revenge for Roman attacks in the Cheruscian territory two decades ago. Ingomer has his doubts that the Germanic tribes of this region could be unified due to their mentality, which cares a lot for tribal identity, while at the same they don't really want to see the similarity between them and other Germanics. Arminius finally swears that he will do what his father wants and the old Cheruscian aristocrat dies in peace. 

Around the same time, Aius, who is ordered to keep night-watch at Vetera, has a conversation with centurio Caelius. The aged officer tells him bits of his vast experience as a soldier in Germania and why it is necessary to have such a high level of discipline in the Roman army. He then informs him that they will move to the Germanic heartland soon.

The princes of the Chatti, Marsi and Bructeri meet Arminius, Ingomer and the other Cheruscian conspirators at a secret place and listen to his arguments. Arminius is drawing a simple map and explaining his tactics. He also tells them that a big number of unsatisfied Germanic mercenaries from Varus' auxiliary would be ready to start a mutiny. Another Germanic nobleman arrives unexpectedly with his bodyguards, it is Marbod (Kenneth Branagh), the King of the Marcomanni. The others look at him with some envy, since his appearance is a lot wealthier than theirs. While the others seem to be impressed by Arminius' argument, believing that he can really defeat the Romans, Marbod doesn't want to join them. He says the Romans have his word that he won't attack them and a hot debate starts over the question, which side would actually be the more cowardice one. Arminius promises Marbod that he's going to send him Varus' head, but the ruler of the Marcomanni leaves the stage as sceptical as he was before, but the other princes tend to be on Arminius side.

Spring of 9 AD: Varus marches with three legions, including the 18th, and several auxiliary troops to the riverside of the Weser (Visurgis). The governor demonstrates the power of the Roman empire by holding trials and deciding the appropriate amount of taxes the Germanics have to pay. Both aspects are not really welcomed by the native people of this land. Arminius is nearly always by his side, pretending to be his friend and honest counsellor. Aius and Ambrosius serve as guards outside the building, when Segestes appears, trying his best to convince Varus that Arminius has actually become a traitor, but Varus doesn't want to buy it. He thinks that Segestes only wants to get rid of his rival. Varus is also on Arminius' side, because this Cheruscian owns a much higher rank, seen from the Roman perspective, than Segestes and also since the young man has already proven that he was fighting bravely against Rome's enemies instead of joining them. Segestes begs Varus to set Arminius in chains, but he can't change Varus' deluded mind.

The Legionaries and the Germanics come together at a party in the evening. There's a lot of drinking and gambling. Aius tells Ambrosius on this occasion that he's actually the grandnephew of a wealthy old Senator and former legatus, who would only accept Aius as his heir, if the young man managed it to survive two years in the army as an ordinary soldier. So this is the deal and practically Aius' only reason to be here. Ambrosius in return tells of his parents, who get some of his pay, since their farm burnt down a few years ago. Their conversation suddenly ends, when an argument over virtually nothing between Belletor (Trent Reznor) and a member of the Germanic auxiliary (Lars Ulrich) turns into a severe fight. The Germanic kills Belletor in the end and gets arrested. He's brought to Varus and charged with murder, though he was actually less guilty than his antagonist. Varus sentences him to death. The crucifixion of the Germanic makes his comrades very angry, but they try to hide their true emotions, so that Varus is still feeling safe.

The men of the contubernium burry Belletor, their dead comrade, and talk about the situation, but none of them can imagine what is going to happen in a few days as the sheer number of well trained and heavy armoured legionaries gives them a comfortable feeling. Liberalis uses his spare time to meet his girlfriend Veleda again, who like many women and children accompanies the troops. They look forward to return to Vetera, because it's already September and their mission in the Germanic heartland is now complete.

Varus leads his three legions, the auxiliary, the supplies and the numerous civilians (including Veleda) into the South-West, leaving the riverside of the Weser behind them. They have been marching several miles on easy ground, when Arminius and his troop of Cheruscian riders appear unexpectedly to tell Varus that a single tribe, far way from here, became rebellious and that these people should be stopped now, before others could possibly join them. This is only a lie and part of the conspiracy, but Varus can't recognize it and so he agrees with Arminius that the main part of the army should march through the allegedly friendly territory, while Arminius and his Cheruscians will follow them later, after they have called some neighbour tribes for "support".

So the big marching column begins to move again after they saw the sun rising. Most soldiers, except the mistrusting Encratis are not too worried, as they think the whole trouble will be solved in a short time. But they soon discover that their new path is a much more difficult one. They have to march through a rough, hilly and wild countryside that is full of dark forests and swamps. The narrow path makes the column longer and longer. A heavy storm comes up, this and a lot of rain add to all the other obstacles. The camera shows barbarian warriors, camouflaged with dirt, hiding and waiting for a sign to attack.

The soldiers of the Roman army are already quite nervous, when some deer suddenly break through the woods. A Syrian archer wants to show his comrades how skilful he is and shots one of the animals. Germanic auxiliary soldiers go to him and one of them (James Hetfield) asks the archer, why he killed the deer, if he doesn't want to eat it. This Germanic soldier then draws his sword and stabs the confused archer. The other Germanics do the same to these archers with great brutality. This sudden attack is a sign for the hiding warriors to come up and show themselves. A vast number of spears and arrows hit the surprised Romans and the loyal rest of their auxiliary. Having already killed so many Legionaries, the Germanics retreat and vanish again into the deep woods, where the Romans don't want to follow them. The light armoured barbarians are much faster anyway.

Mounted scouts are riding as fast as they can to Varus, reporting what has just happened several miles behind him. The shocked governor asks the experienced centurio Caelius for advice. They decide to stop at a near hill to build a camp, cause it's already quite late and the Legionaries are tiered. They also burn a lot of unneeded baggage.

The ambush attacks start again at the following day and our contubernium has to face their first confrontation with the enemy. Gallio (Colin Farrell) and Fimus (Jean-Hugues Anglade) die in these fights. We then follow the civilian marching column, where Veleda is trying her best to survive in this chaotic situation. The second day is nearly over and the exhausted Romans are going to rest in a another provisional camp. Varus has to realise that Arminius betrayed him. He knows that he will maybe never get out of there alive. Meanwhile, Arminius and his staff discuss what should happen tomorrow. Arminius decides that it shall all end in a big battle during the late afternoon of tomorrow.

At the next morning, the Romans try to concentrate their forces one more time, but the morale is not that good anymore. Centurio Caelius, the second in command Grumio (François Cluzet) and the aquilifer Facilis (Jean-Marc Barr) do their best to invoke their fighting spirit. Now they prepare themselves for the last battle. Arminius appears at the Germanic side of the battlefield and holds a speech to his men. His army became bigger, because other Germanic tribes have heard about how successful Arminius' actions were so far. They seem to believe that the gods are on his side, so that he can't lose.

The remaining troops of Varus' army are attacking the enemy and they fight better than one could expect. But the combat is decided by the Germanic cavalry under the command of Arminius' uncle Ingomer. They break into the right flank of the Romans and ultimately smash them. Ambrosius is seriously wounded, while Aius is knocked out by the kick of Ingomer's horse. The Roman cavalry tries to break out and escape, but most of them don't get very far. The wounded Varus and other high ranking officers recognise that everything is lost and so they commit suicide (what Varus own father & grandfather also did). Most of the Legionaries like Liberalis and Cico (Benoît Magimel) don't survive the battle, the Centurio Caelius and his second in command aren't luckier either. On the Germanic side, Hildirikaz and Gudameraz have to die, too. The aquilifer of the 18th legion takes the eagle with him to run into a near swamp, so that no enemy is able to rob it. Some Romans surrender, while others try to flee, but almost anyone of them is killed by arrows and spears, before they could make it into a close forest, only Encratis is able to run away and hide in the woods. The barbarian warriors now want to start their pillage, but the respected Arminius gives orders to drag away the Roman captives first. Encratis is watching in his hide-out how some of the Romans are brutally sacrificed to Germanic gods. 

A short time later: Aius awakens, when Encratis, who returned to see, if anyone is still alive, shakes him up. Aius realises that he is surrounded by hundreds of dead soldiers. Encratis has a mule by his side and says they should now leave this place, before the Germanics return to look for valuables (he himself has already taken a big amount of money from the dead hands of the paymaster). But Aius isn't sure that all of his comrades are dead. He calls their names (but not too loud, so that the enemy wouldn't come back); shortly before they finally decide to go, they hear Ambrosius' voice. He got a bad wound, but they help him and get him on the mule.

They want to leave this awful place, when they hear another voice, it's Veleda, looking for her boyfriend Liberalis until she finds his dead body. They discuss what to do - Encratis doesn't want to take her with them as he has never liked the Germanics anyway, but Aius speaks for her, because she's more one of them and not at all belonging to the rebel army. They decide to reach the fort Aliso, although they are not sure, whether it hasn't been taken in the meanwhile. They follow a path through the woods and leave their helmets and armour only to keep their swords and daggers. They are now wearing Germanic shirts and furs, taken from the dead Barbarians on the battlefield, to disguise their Roman identity. 

On their journey through the upland region of Germania Magna they encounter bears and wolves, fortunately these wild animals don't really want to attack them. Everybody is very hungry and there is nothing to eat in the bags of the mule, when they discover a lonely farm in he dawn about 250 yards ahead. Aius is happy and tells his comrade Ambrosius what they have just seen, only to find out that he's already dead - it's the most mournful moment of the whole movie. The remaining two members of our contubernium bury their buddy with great sorrow.

Aius, Enctratis and Veleda sneak up to the farm to get some food, but the awkward Encratis produces too much noise and the Germanic farmer (Peter Stormare) wakes up. He and his son Joshua (Cameron Douglas) confront the intruders, before they are able to leave. Both sides have drawn their swords or other weapons. But the situation calms down as the two Germanics discover that these people aren't just some ordinary thieves, but desperate people in the need of help. The farmer allows them to get something to eat and to rest for a while. They all sit down and he tells them his life story. He was once an auxiliary soldier, serving in Egypt and Syria, where he met his Jewish wife Miriam. But he then killed a centurio, who wanted to sleep with his wife. So he had to flee and returned to Germania more than 10 years ago to live at this isolated farm.

At the same time, we see Marbod at his royal residence in Bohemia chatting with his wife, when a messenger arrives. This man is carrying a basket and he puts it on the table without saying a word. Marbod's wife believes it's a precious present for her and opens it. She starts to scream, when she discovers what's inside the basket: Varus' head.

A few horsemen of the Chatti-tribe (Thomas Kretschmann and others), who took part in the Varus-battle come to the farm next morning. These tough fellows seem to believe they can do what they want now, especially since the old order broke down. The farmer cannot prevent them from going inside, where our three heroes hide. Unfortunately, they are discovered by the Germanics and a fight begins. The Germanic attackers die in the end, but Aius, Encratis and Veleda survive with the help of the farmer and his son. Joshua rides with them to the west until they finally see Aliso in the far distance. The young farmer leaves them now, wishing them good luck.

Aius sits under a tree and waits for a while, trying to imagine, what the people in his home country, his family, etc. would think about him, when he returns. He believes that returning and in this case relatively unwounded, would mean he is more of a loser, especially in the eyes of his cold-hearted uncle. He gets so desperate that he grabs his dagger, attempting to kill himself, but Veleda and Encratis are able to prevent that. Aius recognises that his fortune has not only made him survive this horror, he also knows that this woman will share his company for the rest of his life. Together they walk to the gates of Aliso.

Caedicius (Patrice Chéreau), the praefectus castrorum of Aliso, is of course eager to see them. The only other survivors, who reached Aliso, are some riders and civilians, who rest in tents inside the walls. Caedicius knows that Arminius' forces will probably attack his fortress and that his food supplies won't last for a long time, but he decides to stay here at least for a while, so that other refugees could still get here and also because of his hopes that his fort will be rescued by a relief.

The worries become reality at the following evening as the Tower guards spot Arminius and his army. They are approaching Aliso to begin with their siege. The Germanics are almost able to conquer the fortress and they destroy parts of it, but the Romans fight them off with the power of their bows and catapults, so that a disappointed and angry Arminius has to retreat his undisciplined troops. Aius was one of the bravest defenders during that siege. After the Germanics have left, Caedicius tells  his men that they couldn't defend Aliso anymore, if they were attacked a second time. He gives orders to bury the fallen ones quickly, to set then the buildings on fire and to leave Aliso. The remaining soldiers and the civilians are heading towards the river Rhine, the old border that now became the new one. Aius and Veleda look back at the burning camp for a last moment, before they follow the others.


CAST:

-- The Germanics --

Arminius (16 BC - 21 AD) - Heath Ledger (alternative:  Jacob Cedergren)

Sigimer - Rutger Hauer (William Hurt)

Ingomer - Viggo Mortensen (Bill Paxton)

Flavus - Charlie Hunnam (Riley Smith)

Segestes - Jürgen Prochnow (Edgar Selge)

Gudameraz - August Diehl (Paul Bettany)

Dagameraz - Willem Dafoe (Ed Harris)

Gudafrith - William Fichtner (Owen Wilson)

Hildirikaz - Casper van Dien (Hardy Krüger jr.)

the 1st mercenary - Lars Ulrich (Nikolaj Li Kaas)

the 2nd mercenary - James Hetfield (Will Patton)

Veleda - Kirsten Dunst (Kate Hudson)

the Germanic farmer - Peter Stormare (André Hennicke)

his son Joshua - Cameron Douglas (Christopher Masterson)

the Chatti-horseman - Thomas Kretschmann (Jürgen Vogel)

King Marbod - Kenneth Branagh (Michael Biehn)


-- The Romans --

Marcus Aius - Elijah Wood (Giuseppe Sanfelice)

Lucius Olcinius Ambrosius - Jack Black (Sean Astin)

Aulus Sestius Encratis - Steve Buscemi (Robert Downey jr.)

Gaius Naevius Liberalis - Carlos Bernard (Dugray Scott)

Quintus Varanius Fimus - Jean-Hugues Anglade (Tobias Moretti)

Manius Oranius Gallio - Colin Farrell (Robert Carlisle)

Drusus Salonius Cico - Benoît Magimel (Christian Slater)

Gnaeus Granius Belletor - Trent Reznor (Rufus Sewell)

Varus (46 BC - 9 AD) - Massimo Ghini (Bill Pullman)

Tiberius (42 BC - 37 AD) - John Turturro (Daniel Auteuil)

Caedicius - Patrice Chéreau (Harvey Keitel)

Marcus Caelius (44 BC - 9 AD) - Sam Neill (Treat Williams)

Numerius Pontidius Grumio - François Cluzet (George Clooney)

Lucius Sergius Facilis - Jean-Marc Barr (John Cusack)