volunteer Thespians led by Demophilus and few other Greek allies. After several days of fighting, Xerxes grows angry as his army is repeatedly routed by the Greeks, with the Spartans in the forefront. Leonidas receives word sent by his wife that, by decision of the Ephors, the remainder of the Spartan army, rather than joining him as he had expected, will only fortify the isthmus in the Peloponnese and will advance no further. The Greeks constantly beat back the Persians, and following the defeat of most of his "immortals" (personal bodyguard) in battle against the Spartans plus the death in battle of Xerxes' brother, Xerxes begins to consider withdrawing to Sardis until he can equip a larger force at a later date. He prepares to withdraw, as advised by Artemesia (who, having a Greek mother, may have her own agenda to dissuade the king from continuing the invasion). Xerxes, however, receives word from the treacherous and avaricious Ephialtes, who has been also spurned by Spartan maiden Ellas (who accompanied her Spartan soldier boyfriend Phyllon to the battlefield, where he wishes to prove his courage), of a secret old goat-track through the mountains that will enable Persian forces to attack the Greeks from the rear. Promising to richly reward the traitorous goatherd for his betrayal (as Ephialtes had expected), an emboldened Xerxes sends his army onward. Once Leonidas realizes he will be surrounded, he sends away the Greek allies to alert the cities to the south. Being too few to hold the pass, the Spartans instead attack the Persian front, where Xerxes is nearby. Leonidas is killed in the melée. Meanwhile, the Thespians, who had refused to leave, are overwhelmed (offscreen) while defending the rear. Surrounded, the surviving Spartans refuse Xerxes's demand to give up Leonidas' body in exchange for safe passage. They are then all annihilated as the remaining Immortals rain down a barrage of arrows. After this, narration states that the Battle of Salamis and the Battle of Plataea end the Persian invasion, but that the Greeks could not have been organized and victorious without the time bought by the 300 Spartans who defied the tyranny of Xerxes at Thermopylae. One of the final images of the film is the stone memorial bearing the epigram of Simonides of Ceos, which the narrator recites in honor of the slain 300 Spartan men's bravery : "Oh stranger, tell the Spartans that