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|Karen Shenaz David||Layla (as Karen David)|
|Chase Agulhas||Young Noah|
|Pierre Marais||Young Mathayus|
|Warrick Grier||General Abalgamash|
|Az Abrahams||King Hammurabi|
|Vaneshran Arumugam||Gudean Emissary|
|Wayne Shields||Black Eyed Soldier|
|Robin Smith||High Priest|
|Diane Wilson||Woman in Swamp|
|Sean Higgs||New High Priest|
"See how the legend of The Scorpion King began!"
Mathayus aims to avenge the death of his father at the hand of Sargon by taking service in his Black Scorpions squad. After completing his training (Sargon has become the new king of Akkad), he is tasked by Sargon to kill Noah, Mthayus's own brother. He saves him and escapes the city, but a magic arrow follows them and kills Noah. Mathayus boards a ship to Egypt, accompanied by his childhood friend Layla. As he boards the ship, a Greek known as Ari informs them that the Spear of Osiris is only meant to kill Egyptian creatures, such as scarabs and mummies, and thus would be ineffective against him. Layla tells him that Sargon has been granted dark powers by the gods.
Ari tells them of the Sword of Damocles in the underworld, which can be used to kill him. Once in Egypt, they go to Greece to attempt to enter the palace, in order to get to the labyrinth and into the Underworld. On the way, they fall into a cell and are surrounded by sacrifices for the Minotaur. After defeating the Minotaur, he attempts to enlist the aid of a group of mercenaries, who were slaves, and a lost man, named Fung, who has been trying to get home to China. Once they enter the Underworld, they wind their way through a desert, until a forest surrounds them.
They are approached by the goddess Astarte, who forces them to beg for their lives; however, Layla and Mathayus decline, and Layla and Astarte fight, while Fung and Ari attempt to find the sword. Ari locates and obtains the sword, while Mathayus tries to persuade Astarte to allow them to leave. Astarte declines and tries to send Layla to hell, but not before Mathayus frees her, and they all escape back to the human realm.
Astarte orders Sargon to get her sword back for her, and he asks for more powers, which she grants in exchange for the "Ultimate Sacrifice" and places a drop of blood on his head, in which markings form. They finally reach Akkad and Sargon has organized an event at the arena, which turns out to be a machine that dumps oil into the water supply. The oil and water begin to flow through statues into the city, which is then set on fire.
Mathayus forces himself through to Sargon and meets his father, who turns out to be Sargon in disguise. Sargon disarms Mathayus and begins to fight him to the death. Ari (who was hiding under a table writing out what he was watching) picks up the sword. Mathayus makes a smart comment and Sargon turns to Ari and says "make sure you write that down, scribe" revealing Ari's presence. Sargon then asks Ari for the sword and it turns out that Sargon had been bribing Ari with riches, Ari tosses the sword to Sargon and exits. More chaos and fighting ensues in the city and we learn that the sword that Ari gave Sargon was a fake and easily shattered. Ari bursts in and gives Mathayus the real sword and tells Sargon to never trust a Greek (a recurring joke in the film). Ari then leaves the room with a bow, but not before telling Sargon: "I am a poet, not a scribe, you jackass." As Sargon states Mathayus owes his loyalty as a black scorpion, Mathayus burns off his scorpion tattoo with the sword and Sargon's skin begins to flake as he retreats into the shadows.
Sargon turns into a giant (and oftentimes nearly or completely invisible) scorpion, which Mathayus impales with the sword. Fung and Layla put out the fires in the city and are praised. Astarte tells Mathayus that she will show him no mercy, but Mathayus tells her that she will have him one day. Mathayus awakens in a bed after being nursed by Layla, who then tells him that he should be king, but he decides instead to live a life of adventure, traveling through the desert on his camel, knowing one day he shall be destined to be known as the Scorpion King.
DVD : 2008-08-19