The events of The Scorpion King take place 5,000 years before those in The Mummy and The Mummy Returns, and reveal Mathayus' origins and his rise to power as the Scorpion King. The name itself is a reference to a real king of the protodynastic period of Ancient Egyptian history, Scorpion II.
Mathayus (Johnson), the last true Akkadian mercenary, along with his half-brother, Jesup, and friend, Rama, is hired by King Pheron (Rees) to kill asorcerer, whose prophetic powers allow the vicious Egyptian Emperor Memnon (Brand) to rule his empire with an iron fist.
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 sorceress called Cassandra (Hu). Unfortunately, Mathayus is discovered and caught by the guards, thanks to a tip-off by Pheron's treacherous son, Takmet (Facinelli), leading to Jesup and Rama being killed.
Before Memnon can kill Mathayus, Cassandra protests, claiming that the Gods favour Mathayus and killing him 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 (Heslov), whom Mathayus had encountered earlier, he manages to escape.
At Memnon's palace, Cassandra tells Memnon that his armies will conquer the west and that Queen Isis (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, instead reminding Cassandra of an ancient prophecy which foretells that an individual will become the immortal Scorpion King of legend when the moon enters the House of Scorpio. Memnon believes that he is destined to become the Scorpion King, and plans to make Cassandra his Queen afterwards, despite her warning that the loss of her virginity would also result in the loss of her powers.
Mathayus gets into Gomorrah with the help of Arpid and an urchin boy, Tutu, who helps him sneak inside Memnon's palace. They briefly stumble into the laboratory of Memnon's sympathetic court magician, Philos (Hill), who directs Mathayus to the courtyard where Memnon is training. Mathayus attempts to shoot Memnon from above, but Tutu is caught and charged with stealing. Reluctantly, Mathayus saves Tutu from having his hand chopped off by shooting the axe 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, reunites with Arpid and they escape, heading for the Valley of the Dead, where Mathayus believes Memnon will try to retrieve Cassandra. Cassandra attempts to flee from Mathayus, who thinks she is trying to return to Memnon, but she says she has no intention of returning to him. She reveals that she had been Memnon's prisoner since she was a child, and she helped Mathayus that night in the tent because she knew he could help her escape. Mathayus persuades her to stay, on the basis that she is safe with him.
However, Memnon sends his right hand man, Thorak (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 anoasis, where they are ambushed and kidnapped by a group of men working for Balthazar (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, warning him that Memnon will soon become the immortal Scorpion King and also foreseeing that he will die if he faces Memnon. Mathayus assures Cassandra that he will make his own destiny, and the two make love. 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 finds Cassandra out and almost kills her, 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. The moon begins to approach the House of Scorpio, and Memnon enters to prepare for the prophecy's fulfilment. Cassandra kills the guard who shot Mathayus, while Mathayus recovers his bow, pulls the arrow out of his back and uses it 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 he is declared 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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