Film Plot Summary

In the prologue before the title credits, a thrilling, action-packed rescue scene, Mathayus (Dwayne Johnson) saved his Akkadian brother Jessup (Branscombe Richmond) from death at the hands of barbarians. [The chief barbarian opened the film with: "We have killed Babylonians. We have killed Mesopotamians. We have killed Assyrians, Mycenaens, Sumerians, but we have never had the pleasure of killing an Akkadian."] The short sequence ended with Mathayus' throw-away line to his brother after the rescue: "You're lucky we have the same mother."

A narrator provided background to the film's story (in voice-over):

Before the time of the pyramids, a fearsome horde came from the East and swept across the barren lands of the ancient world. By the law of the horde, their greatest warrior was proclaimed their king. His name was Memnon. He was the greatest swordsman the world had ever seen. With the predictions of a sorcerer, who could foretell the outcome of every battle, Memnon slaughtered all who resisted him until only a brave few remained.

The last of the remaining free tribes of rebels was led by wise King Pheron (Roger Rees), determined to challenge the tyrannical and evil warlord Memnon with a prophetic Sorcerer at his side, but disapproving Nubian warrior Balthazar (Michael Clarke Duncan) refused to lead his men into an unwinnable battle. King Pheron then called upon a trio of "cuthroat" Akkadian mercenaries ("trained for generations in the deadly arts"), led by eldest brother Mathayus, to kill the Sorceress of the bloodthirsty conqueror Memnon (Steven Brand), in exchange for payment of twenty blood rubies in a leather sack - the last funds in his treasury.

The assassins raided Memnon's war camp at night, located the Sorcerer's tent, but then found themselves in the middle of an ambush. [King Pheron's traitorous son, Prince Takmet (Peter Facinelli) had betrayed them and warned Memnon of their plan, and then beheaded his own father.] A hail of arrows struck and appeared to kill Mathayus' two brothers, after which he dropped into the tent and was poised to kill the Sorcerer with his bow. In a memorable entrance scene, she turned to him, revealing herself to be a beautiful young female Sorceress (Kelly Hu) in an abbreviated costume. He was stunned that she knew both his name and his mission (why he was there); she told him: "You've been betrayed, Mathayus." The raid's sole surviving assassin Mathayus was captured and restrained, and confronted by the duplicitous Takmet, who pledged his allegiance to Memnon. Mathayus watched as his lethally-wounded brother Jessup's throat was slit by Memnon.

The Sorceress, claiming she had a vision ("To ignore this would bring great misfortune. The gods show him favor on this night"), protested Mathayus' proposed murder, and unexpectedly pleaded that his life be spared. Memnon was puzzled how to eliminate his foe: "How to kill you without using my hand or any hand I command." Mathayus was knocked unconscious and then buried up to his neck in sand in a desert pit, where it was expected that hungry red fire ants would eat his naked head. His fellow prisoner, mischievous horse thief Arpid (Grant Heslov), escaped and saved Mathayus from being devoured in the ant pit, in exchange for a deal: "Promise to take me with you and share in the spoils of your adventures." The duo proceeded to Memnon's kingdom to avenge the death of his brothers by killing the tyrannical ruler.

In Memnon's palace in the great city of Gomorrah, the Sorceress foretold that Memnon's forces would conquer in the West: "Queen Isis's forces will scatter to the four winds." He vowed to restore order and stability in the land with a final bloody campaign: "I will bring order after centuries of chaos. An order which will last for a thousand years." She responded: "Rivers of blood can never bring peace." He replied that he would eventually shed the blood of all his conquered opponents, and make her his queen: "But they can bring obedience. That will suffice for now. And when I have become the king of legend, then you shall take your place beside me, on a throne and in my bed." She predicted the loss of her visionary powers by becoming his lover and sacrificing her virginity: "But my lord, in your bed, I would lose my gift of sight and you would lose your advantage in battle." Memnon responded that after all his enemies were destroyed, he wouldn't need her prophetic gifts anymore: "The day I speak of is the day I no longer need your vision."

With Arpid, Mathayus approached the famed walled city of Gomorrah (Arpid: "Let me tell you, after a hard day of looting and pillaging, there is no greater city than Gomorrah. Except maybe Sodom"). Arpid predicted it would be almost impossible to penetrate the city's gates - "sealed up tighter than a crab's buttocks." They entered with the ploy that Mathayus was returning the unconscious, notorious horse thief Arpid for the bounty on his head. In the marketplace, muscle-bound warrior Mathayus was seductively offered 'relaxation' by harlots (K.D. Aubert, Sonia Vera, and Angelica Castro). A thieving local street urchin (Tutu Sweeney), for payment of one ruby, led him inside the perimeter of Memnon's guarded palace. Along the way, they encountered bearded inventor Philos (Bernard Hill) in his lab, who claimed he had an expensive formula for a "magic powder" (i.e., gunpowder) from China that could "move mountains, clear roadways in an instant, do great things, wonderful things. Or terrible things." Philos feared that Memnon would use his invention for war, and then identified Memnon's location - in the outdoor training courtyard, where he was practicing his fighting skills. There, powerful archer Mathayus was about to kill Memnon when the young boy was apprehended by Memnon's guards and brought into the courtyard. The youth was charged with thievery (he possessed the one ruby that Mathayus had paid him). As he was about to be punished by having his right hand chopped off, Mathayus raised his bow and shot the axe out of Tekmet's hands, saving the young thief. But the Akkadian was exposed and identified as an intruder, and forced to flee - he used Philos's catapult invention (known for having landing problems) to propel himself hundreds of feet, directly into Lord Memnon's harem, where he was greeted by scantily-clad harem girls (Talani Rabb, Sole Alberti, Cristina Rodriguez, and Pennelope Jiminez) exclaiming: "Oh, my! A man...But he [Memnon] visits so rarely and it gets so lonely...We know how to please...We will make your every fantasy come true."

Guards led by Memnon's red-turbaned, chief warrior henchman Thorak (Ralf Moeller) attacked Mathayus, but he evaded them by hiding behind a large, rolling circular gong (serving as a shield) and crashing into the bathhouse where the Sorceress was bathing naked. She popped up out of the water, and turned to him with only her black wet hair covering her breasts. He stared at her as she grabbed a knife to defend herself and asked: "Well, are you gonna try to kill me or just stare at me?" When they ducked into her tub to hide, the two were sucked into her giant bath drain and emerged in one of the city's wishing well-fountains (Young boy: "Gods be praised!"). After she was clothed, Mathayus told her he was hired to assassinate her, but was in position where she was more use to him alive (as hostage-bait to get at Memnon), adding: "Don't make me change my mind." Disguised, the pair departed the city's gate, and met up with Arpid, who had also escaped (riding on Mathayus' camel).

With the abducted Sorceress, they proceeded to the Valley of the Dead, although Arpid was fearful, comically: "Nobody goes to the Valley of the Dead. That's why they call it the Valley of the Dead!" Memnon ordered Thorak to take a dozen of his men and track down Mathayus and kill him, and then retrieve the Sorceress. He was worried that his battle powers would be minimized if news spread that the Sorceress had been kidnapped. He gave Thorak a secret weapon: an arrow-spear with its tip dipped in scorpion venom: "When you find the Akkadian, give him this from me." That night in the Valley of the Dead, the Sorceress attempted to slip away, but her ankle was tethered to Mathayus's leg and she tripped. After struggling with him, she told him: "I'll never go back to Memnon. He's kept me prisoner since I was a child." She knew that Mathayus was the one man who could help her escape. He cut the rope holding her, and offered her freedom, but warned that she would be better protected with him if she remained: "Run if you like. There are worse dangers out there than me."

From a sand dune ridge, Mathayus spotted Thorak leading a group of soldiers on horseback in pursuit (Mathayus: "(Memnon) Sent his maggots to do his work"). To keep Arpid and the Sorceress safe and undetectable, they hid under a blanket. He rode off on his camel to challenge the warriors single-handedly, noticing an approaching sandstorm to provide cover (and wearing protective headgear), and stealthily killed them off one-by-one in a booby-trapped cave filled with quicksand. During a final standoff in the ferocious sandstorm, Mathayus stabbed Thorak in the abdomen, but as he died, he struck back and impaled Mathayus in the left thigh with the venom-dipped arrowhead. When the storm subsided, the feverish, dying and mortally-wounded Akkadian, with poison in his bloodstream, was healed and saved that night by the Sorceress using her mystical powers by spiritually sucking the venom out of him -- she gave him his name "The Scorpion King" - noting earlier that he would now have the blood of scorpions flowing in his veins. When he miraculously revived from her cure (that almost killed her), he wondered why she had risked her life to save him, and was told that he could free the people from Memnon's tyranny: "Because I believe you can save the people...You and the people have the same problem [Memnon]." Mathayus dispatched Memnon's falcon to fly back to Memnon, with dead Thorak's necklace medallion. When he received the message, he told no one of its contents, and then announced a feast to celebrate his impending victory over the last of the rebels. One suspicious Chieftain (Conrad Roberts) asked about the conspicuous absence of the Sorceress, and was told that she was indisposed. However, Memnon told Takmet that she was alive, and soon coming there with Mathayus - they should "Get ready."

As the threesome (Mathayus, Arpid, and the Sorceress) journeyed through the desert, they came upon Philos, who had presumably run away from Gomorrah. He had been experimenting, and was overjoyed that his magic explosive powder worked ("All I needed was salt. Petered salt"). He was also pleased to see the Sorceress, and joined them as they reached an oasis. As they drank, the intruders were suddenly surrounded, and taken prisoner - they were taken prisoner to the rebel camp of antagonistic leader Balthazar, who was displeased and accused them of trespassing. Queen Isis (Sherri Howard) confronted Balthazar, accusing him of "clouded" judgment for refusing sanctuary for the group - another supportive contingent of Memnon's enemies. Believing that Mathayus was dangerous, Balthazar accepted a challenge to a brutal hand-to-hand fight against the Scorpion King - they angrily attacked each other, but eventually realized after pummeling each other (and Mathayus gaining the upper hand), that they must stand together, on the same side as rebels, against Memnon's treacherous rule: "We're brothers in the same cause."

That night, the Sorceress had a horrifying vision of Memnon's armies slaughtering the rebels in their camp. She told Mathayus: "Memnon will follow me here and destroy these people...The things I see are like shimmers in a pond. Some are certain and some remain shadows. But I do know this. Memnon will release his armies and ride straight through this place." Although Mathayus believed he would kill Memnon, the Sorceress' vision told her otherwise: "If you face Memnon, you'll die. That is your destiny." Undeterred, he told her: "I make my own destiny." He kissed her and they were intimate together that night, before she left to secretly return to Gomorrah, with the goal of saving their lives. Mathayus and Balthazar decided to go after her together, to share in the glory of warfare.

During the celebratory feast before the huge battle, the Chieftain was again asking Memnon about the Sorceress' whereabouts ("She is the symbol from which the men derive courage" and "symbols are most effective when seen") - and then she reappeared: "I am here at your request. Pardon my absence. I was not well. But our impending victory has lifted my spirit...I see a great victory. Your enemies will reveal themselves to you." No sooner were her words spoken, that Mathayus, Balthazar and other rebels were approaching, infiltrating, and laying siege to Memnon's palace. (During one comic moment, it was revealed that Balthazar was disguised as a garish harem-girl, and Malthayus teasingly referred to him as "Miss.") After calling his Chieftain "fearful" and "weak," Memnon stabbed him in the chest, and then declared the feast over. Takmet was ordered to seal the palace gates. The rebels quickly discussed their simple three-point strategy after getting inside Gomorrah's gates: "Cripple the guards, ignite the powder, and try not to get killed."

The wily Sorceress told Memnon that the Akkadian was actually after him, and that she was merely a "pawn" who had "escaped his grasp." Memnon was suspicious: "I sense a change in you. You seem somehow diminished." When she denied any loss of power (from her alleged loss of virginity after sleeping with Mathayus), he demanded a demonstration - "a simple test." Four deadly cobras were placed inside six urns, and the Sorceress was to "see" (select) the two that were empty. Memnon suspected treachery, sensing she had lost her power when he thought she displayed fear after selecting the first empty urn. When she reached in and pulled out a hissing cobra on her second attempt, she told him: "I see your fate, hollow king. And its time has come." At the same time, Mathayus swung down from draperies and attacked the vengeful ruler ("I've come for the woman and your head"), and they dueled together with swords, after Memnon vowed: "The assassin and the Sorceress. How romantic. I'll bury you both together." Meanwhile, Balthazar and the rebels were fighting their way into the palace and breaking through the main door, as Philos (and Arpid) were stacking bags of his magic powder at the palace's foundation stone column. Balthazar eviscerated Takmet's mid-section with his sword, claiming: "For your father." Atop the palace roof after a vicious fiery sword-fight against Memnon, Mathayus was shot in the back with an arrow (while shielding the Sorceress), but he recovered, painfully pulled the arrow from his wound, and put it in his own bow to shoot at Memnon ("Catch this!") - the torpedo-like force of the arrow's hit in Memnon's mid-section propelled him off the roof to his death below. At the same instant, the gunpowder was lit - the massive, flaming explosion blew up Memnon's soldiers as they were making a surging charge, about to overwhelm Balthazar's and Queen Isis' valiant rebel forces. [Memnon screamed as his body passed through the flames of the blast and ignited, before he hit the ground.]

The forces of the rebels were ultimately victorious in the battle. Standing together beneath a full moon, the Sorceress and Mathayus looked down upon the relieved, proud army of fighters. As per the narrator's words in the prologue, "by the law of the horde, their greatest warrior was proclaimed their king" - Mathayus became the new Scorpion King, with the Sorceress as his Queen. The rebel army bowed down to their new rulers and cheered: "Hail to the King!" The next day, Balthazar respectfully bid farewell to them, claiming he had to leave to look after his own Nubian people: "You're a king now, Akkadian, and a good one, I think. Don't forget how you got here or the people you came from...Rule well." The Scorpion King responded: "My people will live on through me...Live free." The Sorceress foretold: "I see a time of great peace and prosperity ahead." According to the legend, he thought that she had lost her powers - but she cleverly asserted that it was all a pretense: "Can you think of a better way to keep a king from taking advantage? Well, neither could my ancestors." He asked: "How long will this time of peace last?" to which she replied: "Nothing lasts forever, my king. That is the destiny of all kingdoms." He responded: "Then we'll make our own destiny." They kissed, accompanied by applause and cheers of the crowd, as they walked back through the city's main entrance.

Film Notables (Awards, Facts, etc.)

A prequel spin-off to The Mummy films, appearing between the second and fourth films, and following the story of Mathayus, the Scorpion King, found in the prologue of The Mummy Returns (2001) and set 5,000 years earlier.

There were four other Scorpion King films: The Scorpion King 2: Rise of a Warrior (2008), its sequel The Scorpion King 3: Battle for Redemption (2012), The Scorpion King 4: Quest for Power (2015), and Scorpion King: Book of Souls (2018).

With a production budget of $60 million, and box-office gross receipts of $91 million (domestic) and $165 million (worldwide).

According the Guinness Book of Records, World Wrestling Federation's (WWF) "The Rock" (Dwayne Johnson) received a record salary for his first-time, top-billed leading-man performance as the title character Mathayus.

With no Academy Awards Oscar nominations.