Xena enlists the aid of Autolycus, the cunning "king of thieves," to recover a priceless chest containing a weapon of enormous power from the evil warlord Malthus. Xena sets a trap for Autolycus and captures the self-proclaimed "king of thieves" to ask for his help in recovering a priceless chest containing the most powerful weapon in the world. She tells him the chest was stolen from Kelton and his people, and is going to be auctioned off to the highest bidder by the evil warlord Malthus. Xena and Gabrielle succeed in appealing to Autolycus' vanity in order to gain his help. Disguised as the notorious assassin, Lord Sinteres, Autolycus, accompanied by Xena, boards the ship bound for Malthus' island castle. They are welcomed on board by Malthus’ evil lieutenant, Arkel, and meet a number of unsavory passengers, including the scarred and sinister Prognese. Prognese and the rest of the passengers are stunned when Autolycus reappears on deck. Bracing for a sword fight, he is unaware that Xena has come up behind him.