After another few rockings of the cradle, the film returns to the Babylon Story. "The High Priest of Bel courts public homage." In a temple procession, which includes Belshazzar, the Princess Beloved, and Belshazzar's father King Nabonidus, the people worship toward a platform carrying the statue of the Bel's rival goddess - Ishtar. "The Priest of Bel, frenzied at the worship of Ishtar, prophecies the loss of their souls and the downfall of Babylon." Belshazzar restrains the sinister, self-aggrandizing High Priest from motioning against the statue of Ishtar. "Belshazzar's father has a red letter day. He excavates a foundation brick of the temple of Naram-Sin, builded 3200 years before." In the Princess' quarters, Nabonidus enters and shows his son a brick from the excavation. "Incidentally he remarks that Cyrus, the Persian, Babylon's mighty foe, is nearing the city." Belshazzar is alarmed by the news of a possible invasion, and sends assistants to go and gather more information. He tells his beloved Princess:

We will begin building your city, oh dove of Ishtar, when Cyrus is conquered.

"The Persian camp. Cyrus, world-conqueror, preparing for the titanic struggle with Babylon, in secret league with the priest of Bel. [NOTE: Situate between the Euphrates and post road to Egypt.]" Rather than risk losing his own prestige and power, the priest aligns himself with Cyrus - ultimately, he betrays his ruler and city. In Cyrus' camp, preparations are being made for war. "The treacherous priest of Bel receives assuring news from Cyrus." The Rhapsode, an agent of the High Priest of Bel, brings news from Cyrus to the Priest. "In his tent, Cyrus, before the sacred image of the sun." In his Persian tent, they worship a large, revolving pin-wheel - a dominating symbol of the sun. Cyrus (George Siegmann) sits on his white steed. "The institution of Cyrus. The Medes and Persians at exercises. [NOTE: It was required that each man perspire every day.]" The Persians prepare war machines, and practice war-mongering with spears and bows and arrows. "Ethiopians" and "Barbarians," both groups by a river bank, are also involved in military exercises.

Out of the cradle - endlessly rocking. Baby fingers hopefully lifted.

In the Modern Story, "the little wife, now a mother, plans for the day of daddy's return" from prison. Her baby's hand clasps her finger. The Dear One plays with her happy child in its crib - a wicker clothes basket, and mends some clothes. The Boy remains behind bars in his cell. "The Uplifters, claiming the regular children's societies are inefficient, now turn to 'negligent' mothers." In a slum alley outside where the Dear One lives, the reformers check babies in the arms of their mothers. "A cold sends our little mother to an old-fashioned remedy, condemned publicly yet used privately by many physicians and hospitals." Coughing and sneezing with a bad head cold, the Dear One leaves her baby for a moment and visits a neighbor to borrow a bottle of whiskey to use as an 'old-fashioned remedy.'

During that time, "the Uplifters investigate. 'Child - evil surroundings - criminal father.'" The reformers knock on the Dear One's door - she is also persecuted because she is the wife of a convict. When there is no answer, they enter without permission and find the two month old baby unattended. When the young wife soon returns with a bottle of restorative alcohol in her hand, they exclaim: "WHISKY!" The rigid ladies grab the bottle and accuse the mother of incompetency and alcoholism: "We are afraid you're no fit mother ---." She pleads for them to understand, and then threatens them with a broom. After they have left, she apprehensively realizes that the do-gooders may report her to authorities for negligence and child endangerment.

"Reporting the case." In the Jenkins Foundation offices, the three ladies report the Dear One's case to their leader. "Despite the objections of some of the members, they decide to seize the baby." Back at the Dear One's apartment building, "the friendly neighbor (Max Davidson), with a glass of beer." The Dear One's friendly neighbor brings her a plate holding a sandwich, and a glass of beer. As the neighbor leaves, he passes the three reformers in the hallway. One of the ladies assumes the worst: "Did you see that? A man visitor!" The reformers barge into the Dear One's room and demand the child: "We have a warrant to take your baby." The Dear One grabs her baby, pleads that it is hers, and kisses her baby's fingers. She holds it tighter and tighter while protesting the kidnapping. After seizing her baby and knocking the baby's basket over in the struggle, the women hurry down the stairs with the baby - they leave the distraught Dear One on the floor. Hurt, she feebly gropes for and reaches out for her baby's sock - in a closeup of her hand, she picks up the discarded sock, holds it in the air for a moment, and then her hand goes limp and falls back to the floor.

The Judean Story: On an image of the Christ figure in the center of the crowd are superimposed the words: "Suffer Little Children." [This parallels the previous story of the kidnapping of the child from the Dear One in the Modern Story.] The image fades in, fades out, and then fades in again. The Nazarene is surrounded by a crowd of children and women in the streets of Jerusalem.

The Modern Story: The three reformers carry the baby up the steps of the Jenkins Foundation. In the foundation's hospital corridor, they give the baby to a nurse. The Dear One's child is placed in a crib next to a long row of similar cribs. "Hoping for a sight of her baby, 'Perhaps they are right and baby is happy after all'," - the Dear One peers up over the Jenkins Foundation steps. "Of course, hired mothers are never negligent." While the baby seeks attention in her crib, two nurses blithely dance together in the background and ignore the baby. The Dear One looks in the porch windows of some strangers - they are a well-to-do couple: "A new dissipation - watching the happiness of others." The Dear One finds some solace as she peers longingly into the tranquil scene of a happy family - a husband and wife and their child. The cradle rocks a few more times.

"In another bitter day, memorable through intolerance." In the French Story, horsemen ride through a Paris street scene in a cloud of dust. In a French palace room where the earlier court scene had been staged, Catherine, the Priest, and Monsieur La France hear commotion outside. A messenger brings Catherine news of a riot: "The threatening, subversive attitude of the Huguenots throughout France is reported to Catherine." [Catherine's machinations to destroy the Protestants resemble the manipulations of the reformers to clean up society in the Modern Story.] Monsieur La France looks out the window with others. "The 'old serpent' used the incident to inflame the minds of the Catholics against the Protestants."

Catherine: (craftily) Remember, gentlemen, the Michelade at Nimes when hundreds of our faith perished at the hands of the Huguenots! [A flashback depicts a montage of battle scenes showing the atrocious savagery of Huguenots - they break a statue of the Virgin Mary, kill a man by stabbing him with a spear, and hurl men with their hands tied behind their back off a wall. One man stands on a ladder with hammer in hand and smashes another statue of the Virgin Mary (with child). The Huguenots look heavenward and give thanks for the victory.] (With eyes narrowed) And so, our very lives depend upon their extermination. [An eye for an eye, a tooth for a tooth - ]

The story returns to the Babylon Story. "Cyrus moves upon Babylon; in his hand the sword of war, most potent weapon forged in the flames of intolerance." In his chariot, Cyrus gives orders for the start of the invasion of Babylon. The machinery of war is dragged forward. "Belshazzar leaving to take charge of the city's defense." In the Princess' apartment, after Belshazzar gives commands to his soldiers, she holds a small ark or vessel in her hand and devotedly tells him:

My Lord, like white pearls I shall keep my tears in an ark of silver for your return. I bite my thumb! I strike my girdle! If you return not, I go to the death halls of Allat.

Nervously, the High Priest of Bel reads a message from Cyrus. The Mountain Girl's brother covers himself with a coat of mail for protection before joining Belshazzar's forces. The Mountain Girl refuses to remain behind and grabs a second coat of mail: "While the Princess Beloved prays, the Mountain Girl goes to fight for her Belshazzar." She wears a coat of armor, a helmet, and carries a bow in her hands. Soldiers on horseback and chariots leave the large gates of Babylon before they are barricaded. "War drums and trumpets!" The beating of war drums and the blowing of curved trumpets signal the start of war.

The camera shows the top of the wall on the right, where Belshazzar rides forward on his chariot. Down below the walls on the left, the enemy approaches with their chariots and horsemen. "On the walls of my city, I, Belshazzar, defy the enemies of Babylon. Allato! Allato! Allato!" The Prince gives orders to his men for the battle to commence. Flaming objects are thrown off the walls toward the enemy below. "Great moving siege towers covered with ox hide." The Persians move their siege towers up to the wall to help scale the city's tall walls. "Inside the city walls." Soldiers rush up stairs to the parapets with their weapons and swords - the Mountain Girl is one of them.

"Ancient instruments of war. Rock-throwers, catapults, battering rams, mighty cross-bows, burning oil." The people are terrified inside the city's walls; there are "prayers in the temples and burning of frankincense" to appease the statuesque gods with "Burnt offerings." Animal sacrifices are offered to Ishtar:

Ishtar, beloved, though our sins be many, forgive us. In our behalf seize thou now the burning sword.

The Mountain Girl exults after making a direct hit with her bow and arrow. "The city assaulted on all sides." Two huge towers on wheels are pushed to the sides of the city walls by elephants and Persian soldiers. When the towers reach the walls, gangplanks are deployed. The Persians fight hand-to-hand to get onto the tops of the walls. Boiling oil falls from above, as Cyrus brandishes his sword: "Cyrus repeats the world-old prayer of intolerance, to kill, kill, kill - - and to God be the glory, world without end, Amen." A battering ram and a large bow and arrow weapon try to pierce through the defenses of the Babylonian wall. Men on ladders struggle to make their way from the tops of the siege towers to the top of the wall - some are pushed over and fall to their deaths. One soldier's torso is pierced by an arrow. More hand-to-hand combat rages on the city's walls.

The Princess and a Priest pray in the temple to a large, seated statue of Ishtar (holding another smaller figure). Even an old, poor woman on a straw-covered floor prays to a smaller statue: "Ishtar, my offering - three turnips and a carrot." A soldiers pulls a bloody arrow from his mouth. One soldier bites the neck of an enemy soldier. A bare-chested man is stabbed with a spear - blood gushes out from his torso. The battering ram makes a hole in the wall. Hot oil is poured off the top onto the battering ram and catches it on fire.

"Babylon is falling! Babylon, that mighty city is falling, is falling!" A messenger brings the Princess the bad news of a possible defeat. People pray for salvation and more burnt offerings are laid on the burning altar: "Oh, God! Fight for us! Save us!" Incense is burned in the temple as the gods are entreated to save Babylon. A catapult kills both an old man and his son. Bodies fall off the high towers to the ground. Crushed, bleeding bodies lie in large piles at the foot of the walls. "The Princess Beloved, frenzied with war's terrors, watches the battle from afar." The Princess shivers and quakes - terrified. To push the gigantic siege towers over, the Babylonians use "great timbers against the towers." Flames burn into the night. The Princess exorts Ishtar to fight for Belshazzar: "Fight for him, Ishtar, fight for him!"

"Morning brings fresh assaults and towers." More towers are brought against Babylon's walls. During combat, one soldiers lops off the head of another one. Belshazzar's men, including the Mighty Man of Valor with his sword, protect their Prince: "The mighty man of valor and his legion oppose the threatening tide." He chops off the head of an opposing soldier - the body falls limply to the ground. "A new and flaming engine of destruction attempts to burn the towers of Cyrus." A fire-spouting machine resembling a modern army tank is brought out the large gates of the city to burn anything in its path. The siege towers are set on fire and driven back - some of the towers are pushed over. "The army of Cyrus repulsed by Belshazzar," and the last tower is moved back.

The Mighty Man and others cheer Belshazzar: "Babylon's paean of victory." People are jubilant before the giant statue of Ishtar in the temple, and before the altar for burnt offerings. They bow down and give thanks for the victory over Persia. "My glorious Belshazzar," exclaims the Princess as she bows at his feet. They embrace and kiss each other. Rejoicing will follow.

In this last act the events portrayed in Babylon are according to the recently excavated cylinders of Nabonidus and Cyrus, that relate Babylon's betrayal by the priests of Bel. These cylinders describe the greatest treason of all history, by which a civilization of countless ages was destroyed, and a universal written language (the cuneiform) was made to become an unknown cypher on the face of the earth.

A brief image of the cradle rocking is followed by the turning of the page of the book, and another title card superimposed on the pages:

In our modern story, The Musketeer, inflamed by a new face wins the unsuspecting little mother's confidence with a promise to recover her baby.

In the downstairs of the Dear One's apartment building, the Musketeer speaks to her about recovering her baby, but makes her promise secrecy. The mother is excited by the prospects of seeing her baby again. From the doorway, the Friendless One (the Musketeer's mistress) jealously overhears their conversation. "The Boy's return to The Dear One." After being released from prison, the Boy slowly enters their apartment, and realizes that his wife is sorrowful. In pantomime, she communicates their baby's fate by showing him a letter and the baby's sock. In the Jenkins Foundation hospital, the baby is frightened in its crib. The reunited couple embrace. The cradle rocks again.

The Babylon Story. "The Feast of Belshazzar. In the great court of the palace, rejoicing over Babylon's victory. Before the nobles of Babylon, Belshazzar pours out the colossal hospitality of an ancient time. [NOTE: This hall over a mile in length, imaged after the splendor of an olden day.]" In the film's most classic shot of the vast and expansive set - filled with a cast of thousands - the Babylonians enjoy the victory of Belshazzar. In an impressive moving crane shot, the outdoor court is adorned with massive sculptures, one hundred foot high walls, columns, dozens of steps on two stairways, and a moving procession of feasting and dancing celebrants. It is "a golden moment for Belshazzar and the Princess Beloved." Both are costumed in elaborate sequined, feathered, decorated outfits - her hands are outstretched Oriental-style. He marches forward with his left hand raised up.

The camera follows behind a group of worshippers carrying a platform with a statue of Ishtar up the court's steps to meet Belshazzar and his Princess, while other dancers file down the steps on either side. "To thee, oh Ishtar, all praise for the victory." On the tops of two sky-high balconies above and in front of colossal statues of elephants on their hind legs are joyous people witnessing the feast. Carriages arrive with crowds to celebrate: "A gateway of the banquet hall. The Mountain Girl happy in being even in the fringe of her hero's glory." She smiles happily and walks, with arms swinging freely, to the gateway where chariots enter the banquet hall - but she is stubbornly refused entrance by a guard with folded arms.

"The High Priest looks down upon the city he seeks to betray to Cyrus." From a window inside a tower of the city, the evil, traitorous High Priest gazes out at the open court - clouds cover the sun in the distance. "They give thanks to Ishtar now, but Oh Lord Bel - tomorrow Cyrus, thy servant, shall avenge thee!" "The Rhapsode, unaware of the dastardly purpose, is ordered by the High Priest to have chariots at the great gate for a journey to Cyrus." With his hand threateningly around the Rhapsode's neck, the High Priest makes him swear secrecy. "In the tenement district, a simpler repast - her last in Babylon." In the marketplace among the goat-herders, the Mountain Girl, after paying with a few coins, is allowed to milk a goat for a cup of sustenance. She wistfully sighs and thinks of her hero, the Prince.

"At the table of Egibi, Babylonia's greatest noble. [NOTE: Following Babylonian custom, the feasting lasts many days.]" In a decadent feast scene, a Babylonian girl holds up a wine cup and toasts: "Spiced wine, made cool with snow from the mountains." The noble Egibi pats a snarling tiger by his side. The partygoers recline, and eat and drink in the festive setting. In contrast, the devoted Mountain Girl drinks her simple cup of goat's milk. The Rhapsode, feeling his neck, leaves the Babylonian gateway to obey the High Priest's orders to arrange for a chariot. "Soldiers, barbarians, and camp followers." Soldiers feast on roasted animals on poles and platters of other luxury foods. One of the drunken soldiers (Douglas Fairbanks, an extra) has a lively and curious monkey on his shoulder.

"The Rhapsode, having completed his arrangements for the journey, turns to thoughts of love." He looks for the Mountain Girl and finds her playing with the goat in the marketplace. He hops over the goat, grabs her arm, and tells her of his trip - she refuses him, but then (after her eyes widen with an idea), she calls him back. "Thinking only of Belshazzar, her hero, The Mountain Girl leads on the love-sick boy, until - " In a tavern, the Mountain Girl calls for a waitress to pour them a drink. She encourages him to reveal information about his trip - he whispers in her ear the surprising secrets of his planned journey with the priest to Cyrus. She reacts with veiled alarm. " - - as always since the beginning of time between man and maid, boasting, he tells everything he knows." The Rhapsode tells her: "I know not why we go, but if I don't return soon you can use the password to visit me." He swears her to secrecy regarding the password (used to exit the city gates) by clasping his hand over her mouth. "The conspiring priests leave the banquet hall." As the iris opens from right to left in the scene, the priests leave the banquet hall in a procession. The people in the court prostrate themselves before them.