Previous to the era of the pyramids existed the evil King Memnon and his villainous sorceress Cassandra. In an attempt to prevent King Memnon from overtaking the world, the free tribes hire notorious assassin Mathayus to kill Cassandra, whose power to foretell Memnon's future is aiding his war efforts. With the help of an unexpected ally, the tribal leader Balthazar, and the wily Arpid, the gang set out to undermine Memnon and fulfill Mathayus' destiny to become the infamous Scorpion King.

The cast includes: Steven Brand, The Rock, Michael Clarke Duncan, Grant Heslov, Kelly Hu, Bernard Hill, and Peter Facinelli.

Directed by: Chuck Russell.