<P> The Scorpion King is a 2002 American historical fantasy film directed by Chuck Russell, starring Dwayne "The Rock" Johnson, Kelly Hu, Grant Heslov, and Michael Clarke Duncan . It is a spin - off from The Mummy franchise, which takes place before The Mummy Returns and follows the story of Mathayus and his rise to become the Scorpion King . </P> <P> 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 is a reference to a historical king of the Protodynastic Period of Egypt, King Scorpion . </P> <P> "Before the time of the pyramids," a horde from the East invades the ancient world, led by the ruthless Memnon, who by their law, is king for being their greatest warrior . His many victories come from the help of a sorcerer who predicts the outcomes of battles, leaving only a few free tribes to oppose him . </P> <P> Mathayus, his half - brother Jesup, and friend Rama, the only three true remaining Akkadians, are hired by King Pheron of the last free tribes to kill Memnon's sorcerer for twenty blood rubies, upsetting Pheron's son Takmet, as it is the last of their treasury, and Nubian King Balthazar, who dislikes the Akkadians . The Akkadians manage to sneak into Memnon's camp, but are ambushed by Memnon's guards, having been tipped off by Takmet who killed his own father and defected to Memnon's side . Jesup and Rama are hit by arrows, but Mathayus manages to sneak into the sorcerer's tent, where he sees that the sorcerer is actually a sorceress, Cassandra . Mathayus is ambushed and meets Memnon himself, who brutally executes Jesup in front of him, and is about to kill Mathayus too . Cassandra, however, tells Memnon that the gods wish Mathayus to survive the night, and to defy them will incur their wrath and cost him his victories . Memnon has Mathayus buried to his neck in the desert to be devoured by fire ants at dawn, but he manages to escape with help from a horse thief, Arpid . </P>

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