The Scorpion King The Scorpion King is a 2002 American film starring Dwayne Johnson , Steven Brand , Kelly Hu , Grant Heslov , Bernard Hill , and Michael Clarke Duncan , and is directed by Chuck Russell . It is a spin - off to " The Mummy " series , following the story of Mathayus the Scorpion King , the character featured in " The Mummy Returns " . The events of " The Scorpion King " take place 5 , 000 years before those in " 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 . Plot . Mathayus ( Dwayne Johnson ) , the last true Akkadian mercenary , along with his two brothers , is hired to kill a sorcerer , whose prophetic powers allow the vicious Memnon ( Steven Brand ) to rule his empire with an iron fist . He 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 ( Kelly Hu ) . He is discovered and eventually caught , and his brothers are killed . Before Memnon can kill Mathayus , Cassandra protests , saying it wouldn ' t be wise because the gods favor him and to kill him would bring misfortune . Unable to kill Mathayus himself , Memnon has him buried to his neck in sand for fire ants to come eat his head . With the help of the horse thief Arpid ( Grant Heslov ) , he manages to escape . Now free again , Mathayus decides to avenge his brothers and kill Memnon . At Memnon ' s palace , Cassandra tells Memnon that his armies will conquer the west and that Queen Isis ( Sherri 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 . When Cassandra tells Memnon that rivers of blood will never bring peace , Memnon responds that they can bring obedience and that when he becomes the King of Legends , Cassandra will take her place beside him as his queen . Cassandra tells him that if she becomes his lover , she will lose her prophetic sight , but Memnon says that once he destroys all his enemies , he will no longer need her gift of sight . Mathayus gets into Gomorrah with the help of Arpid and a thieving little boy , Mathayus sneaks into Memnon ' s castle . He attempts to kill Memnon with his arrows , but when the boy who helped him gets caught and charged with stealing , Mathayus saves the boy by shooting the axe out of Tekmet ' s hands as he was about to cut the boy ' s hands off . This exposes him , and Mathayus is forced to retreat . After evading the guards , he literally falls into Cassandra ' s bath house and kidnaps her by going through its drain , Cassandra emerging from a fountain in the city , naked . Mathayus manages to wrap her up and get her into another outfit . He reveals that while he was hired to kill her , he thinks she can be more useful as bait to catch Memnon . The pair escape the city and meet up with Arpid and Mathayus ' s camel , heading out to the Valley of the Dead . Later that night , Cassandra tries to escape only to be tripped by a rope that is tied from her ankle to Mathayus . During their struggle , Cassandra tells Mathayus that she ' s not planning on returning to Memnon since he had her since she was a child . Mathayus frees her , but warns her that as long as she remains with him , she will be protected against even more dangers . The next day , in the Valley of the Dead , Mathayus spots a small group of Memnon ' s soldiers looking for them , led by Memnon ' s right - hand man , Thorak ( Ralf Moeller ) . Mathayus hides Arpid and Cassandra under a blanket , and rides off to challenge the soldiers under cover of a sandstorm . Mathayus brings down all of the soldiers until Thorak is apparently the only one left . After a brief struggle , Mathayus impales Thorak in the stomach , but Thorak uses his last moments to use his secret weapon : An arrow drenched in scorpion venom , which he uses to stab Mathayus in the leg before dying . The sandstorm passes , and Arpid and Cassandra find Mathayus half - dead from the poison . That night , Cassandra manages to heal him with her powers , despite the risk it poses to her own life , and says from then on Mathayus will have the blood of scorpions in him - hence the name " Scorpion King . " Mathayus wonders why she would help him , and Cassandra explains that she believes he can save the people and free them from Memnon ' s tyranny . Deeper in the desert , the trio catch up with Philos ( Bernard Hill ) , Memnon ' s court magician who managed to escape from the city , and has been working in the desert , where he has perfected his explosive powder . Overjoyed to see Cassandra safe , Philos joins forces with Mathayus . As their journey continues , they meet up with Balthazar ( Michael Clarke Duncan ) , the leader of Memnon ' s enemies , and the two join forces , after a very intense battle between Mathayus and Balthazar in which they eventually realize they are on the same side . During a celebration at the camp of Balthazar ' s people , Cassandra has a vision of Memnon destroying the people and killing Mathayus . But Mathayus is undeterred , saying that he will kill Memnon . After an intimate night with Mathayus , Cassandra loses her powers of sight simultaneous with her virginity . Now powerless , Cassandra returns to Memnon to keep him from attacking the camp . Mathayus and Balthazar go after her . A huge battle occurs between Memnon and his armies , and Mathayus and Balthazar and his people . Mathayus is shot by an arrow but recovers , and uses the same arrow to kill Memnon . The battle ends in victory for Balthazar and his people . Mathayus is crowned king with Cassandra by his side as queen . She has not lost her powers of sight , that pretense was employed to keep Memnon from taking advantage of her . She tells him that his rule will be peaceful and prosperous , but no kingdom lasts forever . Mathayus responds that the kingdom will make its own destiny . Reception . The film had mixed reviews . " The Scorpion King " currently holds a 40 % " Rotten " rating on Rotten Tomatoes , based on 127 reviews . Metacritic reported , based on 30 reviews , an average rating of 45 out of 100 . Roger Ebert of the Chicago Sun - Times gave the film three stars ( out of four ) , saying : " It has high energy , the action never stops , the dialogue knows it ' s funny , and The Rock has the authority to play the role and the fortitude to keep a straight face . " James Berardinelli of ReelViews gave the film two stars ( out of four ) , saying : " It ' s possible to make an engaging action / adventure picture of this sort , but " The Scorpion King " isn ' t it . " Dennis Harvey of Variety gave a positive review , saying the film " rouses excitement mostly from stuntwork and thesp agility rather than CGI excess . " Nathan Rabin of The Onion ' s A . V . Club gave the film a mildly positive review , calling it " prototypical summer - movie fare , designed to be consumed , enjoyed , and forgotten all at once . " Owen Gleiberman of Entertainment Weekly gave the film a score of C + , calling it " plodding and obvious " but adding that The Rock " holds it together . " Jonathan Foreman of the New York Post gave a negative review , saying that " The Scorpion King " " has none of the qualities - - epic sweep , relative originality and heartfelt bloodthirstiness - - that made " Conan " so trashily entertaining . " Stephen Holden of the New York Times was not impressed , saying that " the entire movie looks like an overblown cartoon . " Also unimpressed was Stephen Hunter of the Washington Post , who said the film is " ultimately undone by its sheer busyness . " Mick LaSalle of the San Francisco Chronicle , however , enjoyed the film , calling it " a genial action movie that succeeds by finding the right tone ( fairly light ) and the correct pace ( medium fast ) and by placing appealing characters at its center . " Stephanie Zacharek of Salon . com also praised the film , saying : " If you can think of a better way to spend a Saturday afternoon , I want to hear about it . " Prequel . A prequel titled " The Scorpion King 2 : Rise of a Warrior " was released on August 19 , 2008 on DVD and Blu - ray Disc . Michael Copon ( " Power Rangers Time Force " ) replaces Dwayne Johnson as a younger Mathayus .