300: Rise of an Empire is a 2014 American epic historical fantasy war film directed by Noam Murro. It is a follow-up to the 2006 film 300, taking place before, during and after the main events of that film 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, Peter Mensah, David Wenham, Andrew Tiernan, Andrew Pleavin, and Rodrigo Santoro reprising their roles from the first film, alongside Sullivan Stapleton, Eva Green, Hans Matheson, and Callan Mulvey. It was released in 3D and IMAX 3D on March 7, 2014. The film's score was composed by Junkie XL.

The film was released to mixed reviews, with critics praising the action sequences and Green's performance but criticizing the story and overstylized gore. It grossed over $337 million worldwide from a $110 million budget.