Battle of Pelusium ( 525 BC ) The Battle of Pelusium , was the first major battle between the Achaemenid Empire and Egypt . This decisive battle transferred the throne of the Pharaohs to Cambyses II of Persia , king of the Persians . It was fought near Pelusium in 525 BCE . The battle was preceded and followed by sieges at Gaza and Memphis . Background . Herodotus on motives and background . The best recount of the events leading to the battle of Pelusium is from Greek historians , particularly Herodotus . According to Herodotus the conflict between the Pharaoh Amasis II of Egypt , and Cambyses II of Persia was a gradual process involving multiple personalities mostly Egyptians . According to Herodotus an Egyptian physician was requested by Cambyses II from Amasis II on good terms , to which Amasis II complied . The physician ( most likely an ancient ophthalmologist ) resented the forced labor that Amasis had imposed on him , and in retaliation , persuaded Cambyses II to ask of Amasis II a daughter in marriage , knowing how Amaris would dislike losing his daughter to a Persian . Cambyses II complied requesting the hand of the daughter of Amasis in marriage . Amasis , unable to let go of his offspring , and unwilling to start a conflict with the Persians , instead sent an Egyptian girl named " Nitetis " who was a daughter of an Egyptian named " Apries " . According to Herodotus , Apries was the previous pharaoh whom Amasis had defeated and killed , and now whose daughter was to be sent in place of Amasis ' s own offspring . Once greeted by Cambyses II , as " the daughter of Amasis " , Nitetis explained the trickery employed by Amasis to avoid giving away his own daughter to the king . This infuriated Cambyses II who vowed to avenge the insult . According to Herodotus , another motivation that solidified Cambyses ' s expedition into Egypt , was Phanes of Halicarnassus . Originally a council man and advisor to Amasis , an unknown course of events led to bitterness developing between them to the point that Amasis II sent an Egyptian eunuch after Phanes , pursuing him to Lydia . Phanes was captured in Lycia but outwitted his guards by getting them drunk and escaped to Persia , and assisted the Persian king in all manners of strategy , and was instrumental in shaping his resolve for conquest of Egypt . Despite having full control over the Neo - Babylonian empire and its sub - regions including Northern Arabia , Cambyses II sent a message to the King of Arabia requesting safe passage through the desert road from Gaza to Pelusium . The Arabian King , himself an enemy of Amasis II , and glad to facilitate his destruction , granted safe passage to Cambyses II and even supplied him with troops . According to Polybius , even with all the precautions taken on entering the border of Egypt , only the city of Gaza resisted the Persians , which fell after a long siege . When the news of the impending battle reached Egypt , Psamtik III ( Psammenitus ) , son and heir of Amasis II , gathered the Egyptian army stationing them along the fork of the Red sea and the river Nile . Amasis himself died six months before Cambyses reached Egypt . Psamtik III ( Psammenitus ) had hoped that Egypt would be able to withstand the threat of the Persian attack by an alliance with the Greeks , but this hope failed , as the Cypriot towns and the tyrant Polycrates of Samos , who possessed a large fleet , now preferred to join the Persians . That one of Egypt ' s most prominent tactical advisers , Phanes of Halicarnassus , had already gone over to the Persian side , meant that Psamtik was entirely dependent on his own limited military experience . Polycrates sent 40 triremes ( Hellenistic warships ) to the Persians . Psamtik III ( Psammenitus ) in a violent act of revenge , prior to the confrontation with the Persian army would arrest all the sons of Phanes of Halicarnassus , and stand them between two bowls . He would then cut them one by one , draining their blood and mixing it with wine . Psamtik III ( Psammenitus ) would then drink of it and make every other councilman drink of their blood before the battles The battle . The decisive military conflict happened at Pelusium . The engagement between the two armies was not so much a battle as a carnage . Egypt at the hands of a young inexperienced prince , was no match for the Persians . No doubt some of the mercenaries made a stout resistance , but they were vastly outnumbered , and were not much better troops than their adversaries . Apparently both sides suffered heavy losses as Herodotus describes a sea of skulls at the Nile basin , upon the remnants of which he remarks on the differences between the Persian and the Egyptian heads . According to Ctesias , fifty thousand Egyptians fell , whereas the entire loss on the Persian side was only seven thousand . After this short struggle , the troops of Psamatik III ( Psammenitus ) fled , and soon the retreat became a complete rout . Disoriented , and fleeing , the Egyptians took shelter in Memphis . Egyptians were now in a siege in their stronghold in Memphis . Aftermath . According to Herodotus , Cambyses II in a last attempt to bring an end to the struggle sent a Persian herald in a ship to exhort the Egyptians to give up before further bloodshed . Upon sighting the Persian vessel at the port of Memphis , the Egyptians , ran out , attacking the ship and killing every man in it , carrying their torn limbs with them back to the city . As Cambyses advanced to Memphis , it is said that for every Mytilenian killed during the siege of Memphis , ten Egyptians died , which makes the number dead Egyptians two thousand , that may have been executed at the time or after the siege , because two hundred Mytileneans were killed . Pelusium probably surrendered itself immediately after the battle . The pharaoh was captured after the fall of Memphis , and allowed to live under Persian watch . He would however be later executed after attempting a revolt against the Persians . Herodotus on the battle . The fields around were strewn with the bones of the combatants when Herodotus visited , who noted that the skulls of the Egyptians were distinguishable from those of the Persians by their superior hardness , a fact confirmed he said by the mummies , and which he ascribed to the Egyptians ' shaving their heads from infancy , and to the Persians covering them up with folds of cloth or linen . Polyaenus claims that , according to legend , Cambyses captured Pelusium by using a clever strategy . The Egyptians regarded certain animals , especially cats , as being sacred , and would not injure them on any account . Polyaenus claims that Cambyses had his men carry the " sacred " animals in front of them to the attack . The Egyptians did not dare to shoot their arrows for fear of wounding the animals , and so Pelusium was stormed successfully . Herodotus , however makes no mention of any such strategy . According to Herodotus , dissatisfied with his victory and unable to punish Amasis for his trickery , Cambyses II would come to do , what Herodotus calls , an un - Persian act , by desecrating the tomb of the mummified Amasis II and ordering the burning of the mummy . Cambyses II would then make peace with Libyans accepting their offer for truce . Egypt was now a possession of Persia , and Cambyses II was its Pharaoh . Since defeat of the pharaoh , Persian monarchs would make up Egypt ' s twenty - seven dynasty ( or the first Persian period ) , acknowledged as pharaohs .