300: Rise of an Empire is a 2014 American fantasy war film directed by Noam Murro. It is a follow-up to the 2007 film 300, taking place before, during and after the main events of its predecessor and based on the Battle of Artemisium and the Battle of Salamis. It is based on the as-yet-unreleased Frank Miller graphic novel Xerxes. Zack Snyder, who directed and co-wrote the original film, acts as writer and producer on Rise of an Empire. The cast includes Lena Headey, Rodrigo Santoro, David Wenham, Andrew Tiernan, Andrew Pleavin and Peter Mensah reprising their roles from the first film, alongside Sullivan Stapleton, Eva Green, Hans Matheson, Callan Mulvey.