You didn't seem to want a man's help. But you needed it, so that's why I followed
you. I had to be sure you reached the talisman.
The movie begins with Red Sonja's family being slaughtered by the evil Queen Gedren’s army. Sonja manages to survive and even gives Gedren a little souvenir in the form of a brutal scar on her face. Later that night, Sonja is visited by a spirit who grants her the strength to seek her revenge.
The story then jumps to a large palace full of white robed priestesses. They are getting ready to destroy a large, glowing green ball called the Talisman. Apparently, this dangerous artifact's destructive power increases from exposure to light; they intend to destroy it before it gets out of control. However, Gedren, now wearing a gold mask to cover her scar, and Ikol, her advisor and wizard, attack with their army. The warrior-priestesses resist, but are ultimately slaughtered by Gedren's forces. Gedren gets her hands on the Talisman, but not before discovering that the rumour that only women can touch it is true. As Gedren orders the surviving priestesses to be imprisoned in the vault that held the Talisman, one of them, Varna, manages to escape, but is wounded by an arrow in the back. As luck would have it, however, she literally falls into the arms of the mighty Kalidor. She begs him to help find her sister, Red Sonja!
Meanwhile, Sonja has been training with a Chinese sword master. Kalidor comes charging in and informs Sonja about her sister. Sonja arrives just in time for Varna to tell her about what happened in the palace, and urges Sonja to find the Talisman and destroy it or else the world will be plagued by floods and earthquakes. Varna then departs and Sonja starts her journey to find evil Gedren. Later that night she notices a storm in the distance and believes that someone is using the Talisman. Kalidor offers to help her, but Sonja tells him that she does not need the help of a man. She rides to the now ruined kingdom of Hablock and joins up with Prince Tarn and his servant, Falkon. Sonja parts way with the Prince and Falkon and sets out to find Gedren's fortress, with Kalidor following them.
Soon they encounter a toll road operator who takes an unhealthy interest in Sonja. She challenges him to a swordfight and kills him, but his men, who greatly outnumber Sonja's group, try to get revenge. Kalidor's sudden arrival, however, saves the day which allows Sonja to escape, leaving Kalidor behind to take care of the remaining army. Sonja comes across the prince and Falkon in the mountains. Prince Tarn is held captive by bandits when Falkon went out hunting. Sonja together with the timely arrival of Falkon kills the bandits and rescues the Prince. They then travel together in search of Queen Gedren.
Meanwhile, Gedren places the Talisman in a room full of candles to increase its strength. Ikol warns her against this because the light will cause it to grow too powerful to control, but Gedren won't listen to him. On the way back to the main hall, Ikol (who has giant black knife-like fingernails) tells her that there are enemies approaching the castle. He shows her the current location of Sonja’s group in some kind of magic screen. Gedren recognizes Sonja and orders that she be brought back to the fortress unharmed. She and Ikol then use the Talisman to conjure up a storm that forces Sonja’s band to take shelter in a cave.
Gedren and her magician then summon a monster under the water of a pond near the cave. When Sonja and her group try to cross the pond, the monster attacks them. Sonja struggles with the monster, but it unable to find any way to kill it. Kalidor again dramatically appears and is able to hold down the creature while the others escape. He then digs out the monster’s eyes and flees himself. Sonja now accepts the company of Kalidor, but also gives him a warning--she will never be with any man unless he can defeat her in a swordfight. That night, Kalidor challenges her and they spar, but neither of them is able to defeat the other and eventually they call it a draw. Kalidor at least wins her heart.
The Talisman is starting to get out of control, but Gedren does not want to hear about it and once again rejects Ikol's counsel to put it in a dark place. Meanwhile, Kalidor, Sonja and Falkon climb over the fortress wall, leaving Tarn outside. In the final confrontation, Sonja starts settling her score with Gedren, while Kalidor deals with her evil minions, attacking them while they are eating. Ikol tries to sneak away but is found by Prince Tarn who engages him in combat. Ikol attempts to get away from the prince and gets crushed under the front gate.
Gedren flees to the candle room, with Sonja right behind her. After a final fight, Sonja drives her sword through Gedren's heart, sending her plunging into the fiery hell below and then throws the Talisman in after her. The fortress starts to collapse, but the heroes manage to escape (Kalidor at one point having to hold two pillars on his shoulders while the others pass by). The castle finally implodes into the lava pit and is destroyed......
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