Roman soldiers attack a pagan ceremony and capture Bodicia, a beautiful, young priestess. Meanwhile, in Africa, Roman warriors kill the participants of a tribal ritual and detain a young woman named Mamawi. In the ancient Italian city of Brundisium, the women are sold as slaves and brought to the home of their master, Priscium, with two other young ladies, Deidre and Livia. Despite Bodicia’s resistance, the women are stripped and scrubbed clean while the head servant, Cornelia, explains that they will be servicing patrons of the arena. At the stadium, its master, Timarchus, and his associates complain that lackluster fights have been diminishing their profits. The ladies discover a dying gladiator and learn that the men are forced to fight to the death. Later, the women are brought to an orgy, and as Mamawi dances Bodicia is raped by an arena patron. As the women clean the arena bleachers, Timarchus announces that the next fight will be more lucrative because it will pit two gladiators, Quintus and Marcus, against his strongest contender, Septimus. Cornelia tells the ladies that it is customary for them to service the gladiators the night before their fight. Bodicia objects, but she is taken to Marcus’s cell. When he tells her to leave, however, she tries to comfort him and says she will pray for his safety. Marcus points out that the only way to fight back is to refuse to engage in combat, but resistance would be suicidal. Moved by Marcus’s plight, Bodicia kisses him and they make love. Meanwhile, Mamawi struggles against Quintus’s advances and reminds him to honor his African heritage. When he backs off, she kisses him and they become intimate. The next day in the arena, the women look on with dismay as Septimus kills Quintus and Marcus. Later, a fight breaks out between the female servants when Mamawi attacks Livia for denigrating her race. Observing the women’s rage, Timarchus’s associate is inspired to use them as gladiators. At the next game, the crowd demands to see the women perform, and Bodicia and Deidre fight. Deidre’s clumsiness makes the crowd laugh and although Bodicia does not kill her, she is named victorious. As the women prepare for the next duel, however, they worry that one of them must die and learn that Mamawi has been pitted against her enemy, Livia. On the day of the fight, Livia cunningly tells the crowd that she is a Roman citizen and they object to her participation in the game. Livia is replaced by Septimus’s lover, the weak and vulnerable slave Lucinia. The crowd and Timarchus demand that Mamawi kill her while Septimus protests from his cell. Mamawi refuses, but Timarchus threatens her life with an archer and she is forced to bludgeon Lucinia. Later, as the slaves eat, Mamawi defends herself against Livia’s charges of murder and Bodicia argues that they must not comply with their masters out of fear. When Priscium announces that Mamawi and Bodicia will fight the next day, Bodicia claims the gladiator’s right to a lover the night before the duel and asks for Septimus. She finds him attending to Lucinia’s body and asks for his help to overthrow the arena masters. Later, the female slaves sneak through the catacombs and wait for Septimus to guide them to freedom. On his way, however, Septimus is detained by guards when he attempts to assassinate Timarchus and the women are returned to their quarters. As Bodicia and Mamawi are prepped for the fight, Cornelia tells them that Timarchus was so pleased to be saved from death that he will consider freeing the winner of the games, but they doubt his sincerity. During the duel, Mamawi disarms Bodicia, but she notices that the crowd is disinterested. As the archers raise their arrows to ensure Mamawi finalizes the match with Bodicia’s death, Mamawi stabs her pitchfork into the ground. When Timarchus’s associate orders the archers to kill her, he is struck with the arrows of slave women. Mamawi orders that Timarchus beg for his freedom and he is pushed into the arena. Bodicia throws him a weapon, but he is too afraid to defend himself. The crowd cheers as the ladies strike him down. Although soldiers enter the arena, they are shot by the female archers and a battle erupts between the gladiators and the Roman army. Overjoyed by the excitement of the fight, onlookers throw Priscium into the arena and rape Livia. Cornelia, who is enraged by Timarchus’s death, attempts to stab Deidre, but she is killed by Mamawi. As more soldiers arrive, the gladiators fend them off and seize their horses. Realizing that the city gates are blocked, Bodicia, Mamawi and Deidre attempt to escape through the maze of the catacombs. Meanwhile, the commander of the army receives word that his troops are expected to return to Rome and he announces that they must find the rebels before sunset. After another battle with the Roman soldiers inside the catacombs, the ladies lead them on a chase. They come to a fissure in the passageway, and although Bodicia and Mamawi are able to jump across, Deidre falls short. As her friends try to pull her to safety, she is killed and they are forced to leave her body behind. Bodicia is wounded in another altercation, but Mamawi defends her and they find an outlet to freedom.