Mathayus (Dwayne Johnson), is the last true Akkadian mercenary, along with his half-brother, Jesup (Branscombe Richmond), and friend, Rama. Mathayus is an incredible warrior but is also an agile street fighter who is able to get out of deadly situations by using his presence of mind and finding an escape path. This was the time before the age of the Pyramids in Egypt and a powerful warlord by the name of Memnon had swept across the ancient world. He was the greatest swordsman the world had ever seen and could deflect arrows coming straight at him, with his swords. It was believed that Memnon had access to a sorcerer who could tell him the outcome of every battle, thus enabling him to defeat all his enemies. Mathayus and his associates are hired by King Pheron (Roger Rees) to kill a sorcerer Cassandra (Kelly Hu), whose prophetic powers allow the vicious Egyptian Emperor Memnon (Steven Brand) to rule his empire with an iron fist. Pheron represents the last group of free tribes left in Egypt. Balthazar is a tribe leader who refuses to commit his troops against Memnon even if he is assured that the Sorcerer will be killed. Pheron pays Mathayus with 20 blood rubies. Mathayus sneaks into Memnon's camp and finds his way to the sorcerer's tent, where he discovers that Memnon's sorcerer is actually a beautiful woman. Unfortunately, Mathayus is discovered and caught by the guards, thanks to a tip-off by Pheron's treacherous son, Takmet (Peter Facinelli), leading to Jesup and Rama being killed. Takmet had killed Pheron and broken up the tribal alliance to remove all resistance to Memnon and now Memnon was free to hunt the tribes one by one. Before Memnon can kill Mathayus, Cassandra protests, claiming that the Gods favor Mathayus and killing him (with Memon's hands or any other hand that he commands) may incur their wrath. Unable to kill Mathayus himself, Memnon has him buried to his neck in sand for fire ants to eat his head. With the help of the horse thief Arpid (Grant Heslov), whom Mathayus had encountered earlier in Memnon's camp where he was being roasted alive, he manages to escape. In exchange for Arpid's help, Mathayus had agreed not to kill him and to share the spoils of his adventures with Arpid. At Memnon's palace, Cassandra tells Memnon that his armies will conquer the west and that Queen Isis (Sherri Howard) and her soldiers will scatter to the four winds. Memnon then gives orders to his men to have his soldiers prepare for the final campaign. Cassandra warns Memnon that his methods will never bring about peace, but Memnon refuses to listen, and states his intention to make Cassandra his queen once he has completed his conquest. Cassandra says that she will lose her powers to see the future, if she has sex. Mathayus gets into city of Gomorrah with the help of Arpid and an urchin boy, Tutu, who helps him sneak inside Memnon's palace in exchange for a blood ruby. They briefly stumble into the laboratory of Memnon's sympathetic court magician (more of a scientist, but his science experiments look like magic to the ignorant), Philos (Bernard Hill), who directs Mathayus to the courtyard where Memnon is training. Philos is working on perfecting a Chinese formula for explosive gunpowder. Mathayus attempts to shoot Memnon from above, but Tutu is caught and charged with stealing. Memnon finds the blood ruby in Tutu's possession and assumed that it was stolen. Reluctantly, Mathayus saves Tutu from having his hand chopped off by shooting the ax out of Takmet's hand, alerting the guards. Mathayus flees back to Philos, who accidentally catapults him across the building into Memnon's harem, where the women disarm him and call the guards. Next, Mathayus falls into Cassandra's private quarters. After a long chase, Mathayus kidnaps Cassandra (he says that though he was hired to kill her, but he finds himself in a position that she is more useful to him alive than dead), reunites with Arpid outside the city walls and they escape, heading for the Valley of the Dead (Mathayus' natural home), where Mathayus believes, Memnon will try to retrieve Cassandra. Cassandra attempts to flee from Mathayus, but he persuades her otherwise, on the basis that she is safe with him. Cassandra says that she will never go back to Memnon as he has kept her prisoner since she was a child. However, Memnon sends his right-hand man, Thorak (Ralf Moeller), to kill Mathayus along with a group of soldiers. With the help of a sandstorm, Mathayus is able to kill the soldiers one by one, including Thorak, but Thorak manages to stab Mathayus in the leg with an arrow drenched in scorpion venom. At the risk of her own life, Cassandra uses her powers to heal Mathayus, and they continue their journey. Memnon, meanwhile, learns of Thorak's demise and prepares to destroy his enemies the next day. Deeper in the desert, the trio catch up with Philos, who managed to escape from the city. He has been working in the desert, where he has perfected his explosive powder by the use of Saltpeter the desert has. Overjoyed to see Cassandra safe, Philos joins forces with Mathayus. The group finds an oasis, where they are ambushed and kidnapped by a group of men working for Balthazar (Michael Clarke Duncan), the Nubian King and the leader of Memnon's enemies, who distrusts Mathayus and intends to kill him, the other two men and Cassandra. A brutal fight ensues between Mathayus and Balthazar. Mathayus, albeit barely, wins the fight and persuades Balthazar that they are fighting on the same side. Begrudgingly, Balthazar allows them one night's sanctuary. However, Cassandra has a vision of Memnon and his army slaughtering the entire rebel tribe and informs Mathayus, also foreseeing that he will die if he faces Memnon. Mathayus assures Cassandra that he will make his own destiny, and they share a night of intimacy. The next morning, Cassandra returns to Memnon in the hopes of stopping him by herself. Mathayus and Balthazar decide to team up to rescue Cassandra and bring Memnon's empire down once and for all. As Memnon meets Cassandra, he wants her to prove her loyalty by picking out the empty vase out of many which contain deadly cobras. Cassandra fails in the task and is attacked by Memnon. Mathayus intervenes and takes on the warlord himself. The rebels, led by Balthazar, battle Memnon's forces as Arpid and Philos plant bags of the explosive powder under the palace's foundation stone. Balthazar makes his way into Memnon's quarters and briefly helps Mathayus battle Memnon and his men, but a fire starts, and they end up separated. Balthazar encounters and kills Takmet, avenging Pheron, while Mathayus takes his fight with Memnon to the edge of the palace roof. As seen in Cassandra's vision, Mathayus is shot in the back by a soldier, but not fatally. Cassandra kills the soldier as Mathayus uses his bow which Takmet left on a nearby table and the same arrow to shoot the exhausted Memnon. The force sends Memnon falling to his death as the bags explode, killing the bulk of Memnon's forces. With their warlord defeated, the remaining soldiers bow to Mathayus and declare him the Scorpion King. In the aftermath, Mathayus and Cassandra, now King and Queen of Egypt, bid their farewells to Balthazar, who wishes them well. Cassandra then reveals to Mathayus that her night with him did not strip her of her powers. It was a white lie to stop Memnon from taking advantage of her. She subtly warns Mathayus of a vision she has had of his horrific destiny, but Mathayus decides that they will make their own destiny.
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