The film begins in 1501, where an unnamed city in Renaissance Italy is under siege. Many landsknecht mercenaries were hired by the city’s former ruler, Arnolfini (Fernando Hilbeck), to reinstate him. Arnolfini’s Son, Steven, tries an experimental plan to blow open the city gate with explosives, but it fails rather comically. The city will be taken with an old-fashioned assault. To motivate his men, Arnolfini grants his troops 24 hours to take any spoils they can find within its walls. The plan works, and the men successfully take the city and slaughter the defenders.
Arnolfini turns to the Mercenary Captain, Hawkwood (Jack Thompson), to stop his men’s rampant pillaging. He fears there will be nothing left for him to rule. Hawkwood is indifferent to Arnolfini’s demands. Captain Hawkwood had accidentally attacked a young Nun during the attack and feared her death would lead to his damnation in the afterlife. Arnolfini promises to get medical attention for her if Hawkwood will rein in his men. Hawkwood reluctantly agrees, even turning on Martin (Rutger Hauer), his friend and second-in-command. Arnolfini’s cavalry, who are personally loyal to him, round up the foot-soldiers. The mercenaries are summarily ejected without food, weapons, or shelter. They disperse throughout the Italian countryside, bitter and angry.
Martin’s son is stillborn to one of the camp followers (prostitutes) in the pouring rain. Martin decides to bury the infant, but in doing so unearths a wooden statue of Saint Martin of Tours — a saint with a sword. The mercenaries’ chaplain takes this as a sign from God that they should all follow Martin as their new leader. Desperate, Martin and his small band soon head out to seek revenge and better fortunes.
Meanwhile, Arnolfini’s son, Steven (Tom Burlinson), is betrothed to Agnes (Jennifer Jason Leigh), a young woman he has never met. Steven is an intellectual who prefers working on his inventions to romance or politics and has misgivings about the arranged marriage, but Agnes wins him over once they finally meet. Agnes is a remarkable manipulator to the point of callousness, and in a scene where she is curious about sex, she orders her maid to have sex with her lover (a soldier in her entourage) so she can observe the act. Once she has seen enough, she steps in and orders the pair to stop. She does however appear to display genuine feelings for Steven. In a scene beneath two rotting hanged corpses she convinces him to eat a mandrake root with her, challenging the man of science that it will make the pair fall in love, as in accordance with folk law. Their entourage is soon attacked and robbed by Martin’s band who have taken to brigandage. Arnolfini is critically injured in the attack, and Agnes hides so the mercenaries will not find her. She is hauled away, hidden among her valuable dowry.
Martin discovers Agnes later that evening as they begin to strip the caravan of all its valuables. The men seek to gang rape the pretty noblewoman, but Martin (as their new leader) decides to take her himself. She immediately begins flirting with and attempting to seduce the virile Martin, realizing that he will protect what he considers “his.”
Martin, Agnes, and the rest of the band come upon a Castle, some of whose inhabitants are suffering from the Plague. The Mercenaries capture the place with ease, thanks to the help of Agnes, who appears to be adapting to her new circumstances remarkably well. They set themselves up in style, and Agnes begins grooming Martin as a feudal lord. He enjoys wearing the fine clothing (formerly belonging to the Castle’s owner), food, and the notion of being a Peer. While a competent soldier, he has never dreamed of having so much. Agnes recognizes this, and strokes his ego whenever possible to aid her position. She proves herself a remarkable manipulator, and for the second time in the film succeeds in making a man (this time Martin) fall in love with her. Before long she seems almost to be enjoying herself, and is soon considered part of the group by the mercenaries. Seemingly happy with the situation, she appears to have given up on her former life.
Her fiancé is determined to win her back however, appearing to have fallen in love with the girl. Steven, though well educated, is not a soldier and has only a small group of cavalry at his disposal. He desperately turns to Hawkwood for guidance, but discovers that Hawkwood only wants to lead a quiet life married to the former nun he had injured. Steven is forced to blackmail Hawkwood by threatening to have the nun — now mentally impaired by her injury — locked away, proving that he can be as ruthless as his father when necessary. Steven then pursues Martin with Hawkwood’s help.
Steven discovers Martin’s whereabouts, but his forces are insufficient to take a defended castle. During the siege Martin confronts Agnes about where her feelings lie in regard to himself and her fiancé. He reveals that he loves Agnes, and could not exist without her, claiming he’d kill her before losing her to Steven. Agnes in turn says she loves them both, because they are one and the same, only of different ages. When Steven builds an experimental siege tower in an attempt to storm the castle, Martin recalls Steven’s earlier (failed) gunpowder bomb and uses a version to successfully destroy the mobile siege tower in turn. The stalemate is finally broken when the plague begins to spread among Steven’s forces, infecting Captain Hawkwood and others. Trapped in the castle after the destruction of the siege tower, Steven is captured by the mercenaries and shackled in their courtyard. Agnes joins in the torture and abuse of the captive, and even makes love to Martin in his presence. She still has feelings for Steven though, and we see her hesitation and reluctance. However she does not wish to jeopardise her position and we see (albeit under pressure) would rather kill Steven than lose face amongst the mercenaries.
Using a fictional new Arabic medical technique mentioned by Steven, Hawkwood is able to cure his plague. He has no forces to continue the siege, and Steven is presumed lost though. In a last-ditch effort, Hawkwood flings pieces of diseased, dead dog into the Castle via catapult. One chunk is tossed into the castle’s well by the chained Steven, effectively poisoning it. Hawkwood then leaves to get additional troops. Agnes sees the poisoning of the well, and Steven tells her to make her choice whether to tell the mercenaries or not.
Most of the mercenaries wish to leave the castle and flee with their loot for fear of contracting the plague, however Martin convinces them to stay. The next day they meet for breakfast and Agnes watches as, one by one, they drink the infected water. When Martin begins to drink, she slaps the cup from his hands. The other mercenaries soon grow ill and begin dying of the plague. Furious at Martin, they beat him and hurl him into the well. As she did before with Steven, Agnes joins in with the mercenaries in taunting Martin and hurls a jug at him.
Soon after, as the mercenaries flee the castle for fear of contracting the plague Hawkwood and Arnolfini, who has recovered from his wound, return with an army. Inside the castle Martin escapes from the well with the help of Steven, who he promises to release him in exchange. However on seeing the besieging army he flees to the belfry, leaving him chained still. The Castle is soon breached and a bitter but one-sided fight ensues.
Steven manages to free himself, and as the final battle rages he races to find Agnes. During the fighting the wooden structure of the belfry catches alight. Before long all the remaining mercenaries, save for Martin, are dead. Hawkwood watches dispassionately one by one his former soldiers meet their end.
Martin meanwhile confronts Agnes, who professes that she still loves him. Maddened and convinced that she has been manipulating him all along, he seeks to murder her as he promised. Before he can complete the act Steven arrives and a bitter fight ensues before the two. The cunning and hardened mercenary eventually overpowers Steven, and has nearly succeeded in drowning him when Agnes strikes him over the head. Leaving the unconscious Martin to drown, she recovers Steven and they run to escape the blazing castle. Hawkwood finds them and leads the pair out. Martin however is still alive, but before he can confront them a burning rafter falls from the ceiling, sealing him in. Just before the room completely collapses we see Martin staring after Agnes with a look of loss, and for the first time, sadness.
Agnes and Steven leave the burning castle along with Hawkwood and his army. We see the surviving camp followers of the mercenaries beginning their careers anew with the victors. The couple embrace, but over Steven’s shoulder Agnes sees a figure, Martin, still alive and escaping from the castle, a sack of loot over his shoulder. She says nothing, allowing him to slip away unnoticed.
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