| Director | Russell Mulcahy |
|---|
Mathayus aims to avenge the death of his father at the hand of Sargon, now king of Akkad, by taking service in his Black Scorpions squad. After completing his training he is tasked by Sargon to kill Noah, Mathayus'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. He intends to get the Spear of Osiris in Egypt, which he believes will be able to pass through Sargon's black magic protection. A fellow traveller, Greek poet Aristophanes (Ari), tells Mathayus and Layla that the Spear only kills Egyptian creatures, but the Sword of Damocles will work. The trio travels to Greece, where they can enter the Underworld to retrieve the Sword of Damocles. On the way, they fall into a cell and are surrounded by men left as sacrifices for the Minotaur. Some of the sacrifices are mercenaries lead by a man named Pollux who owe allegiance to Mathayus' father, so they help him and Layla to defeat the Minotaur. They also encounter and rescue a scared but Acrobatic skilled soldier from China named Fong who tags along because Ari promises him a shortcut back to his homeland China. Ari also convinces Pollux and his men to join them promising them riches and adventure
The enlarged group travels to the Underworld, where they have 1 hour to return from the underworld or they will be turned to stone, doomed to remain there forever. Pollux's men start getting greedy and impatient with the group and get more agitated and fearful due to the mental effects of being in the underworld. One by one Pollux's men fall victim to the monsters and traps hidden there until only Pollux is the only one left in his group. Eventually they are attacked by the goddess Astarte. Layla and Astarte fight, while Fong and Ari search for and find the sword. Fong and Ari find the sword spinning in a levitating spot, despite having trouble retrieving the sword, Fong eventually uses his acrobatic skills to finally grab the sword. Astarte tries to send Layla to hell, but Mathayus frees her, Pollux angered at Ari for the deception, threatens to kill Ari but Ari distracts him with a ruby. Mathayus, Layla, Fong and Ari all make it back to the pillar portal safe but Pollux is late and is turned to metal stone.
Astarte orders Sargon to get her sword back, and he asks for more dark powers. The group reaches Akkad, where Sargon turns on a machine that dumps oil into the water supply. The oil and water begin to flow through statues into the city, which are then set on fire.
Using the Sword of Damocles, Mathayus fights through to Sargon but finds his own father, who turns out to be Sargon in disguise. Sargon uses the confusion to disarm Mathayus and they begin fighting. Ari picks up the sword then hands it to Sargon, revealing that he had been bribing Ari with riches. 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. When Sargon states Mathayus owes him his loyalty as a Black Scorpion, Mathayus burns off his scorpion tattoo with the sword as Sargon retreats into the shadows.
Sargon turns into a giant near-invisible scorpion and continues his attack. Mathayus impales the Scorpion King Sargon with the Sword of Damocles. Layla manages to put out the fires while Fong fights and eliminates several of Sargon's soldiers. Astarte tells Mathayus that she will show him no mercy, but Mathayus tells her that she will have him one day. Pleased by this Astarte departs back to the underworld. Mathayus awakens in a bed after being nursed by Layla, who then tells him that he has won the right to be king, but he decides for now to head off on a life of adventure, knowing one day he shall be the Scorpion King. The film ends with Ari and Layla celebrating Mathayus victory, and Fong opening his own Chinese shop in the city.