Plot
In ancient Egypt, King Memtep makes a covenant with Anubis, lord of the underworld, to create a cursed sword so powerful that whoever possesses it could rule the world. The sword, named the "Fang of Anubis", is fuelled by taking the souls of its enemies; the names of those killed by the sword are forever written in the Book of Souls.
Nebserek plunders the tomb of King Memtep and steals the Fang of Anubis. Meanwhile, his lieutenant Khensa captures the blacksmith Mathayus, who they claim is the Scorpion King (which he denies) and kills his friend Abel. A warrior from Nubia, Tala, frees the blacksmith and heals him with the stings of scorpions. She tells him that her father, Balthazar, King of Nubia, told her to find the legendary Scorpion King to help bring peace to Egypt. She demands him to join her in a quest to end the evil empire of Nebserek. Nebserek is warned by his priestess that the sword can be destroyed by the Book of Souls, so they begin to seek it out.
On the way to the Valley of the 13th Moon, Mathayus and Tala are captured by Uruk, leader of the Black Arrows, for trespassing. Mathayus requests he die with honor, being hunted, and Uruk accepts. After defeating and sparing the lives of four men and Uruk, Uruk releases them with respect. They continue on their quest to the gateway of the Temple of Scrolls. Tala opens the sacred gate using a lens that manipulates moonlight. Inside, they are attacked by a golem, Enkidu. A woman called Amina appears and explains that Enkidu was formed from clay and brought to life by magic to protect her. She reveals that she is the Book of Souls and sees and feels the souls taken by the Fang of Anubis. Wishing for her to join them, Mathayus traps Enkidu in the cave with a wall of fire and they head to the tomb of Memtep.
The three are attacked on a beach by Harhar (another of Nebsereks's lieutenants) and some soldiers. They kill them all with the help of Enkidu, who braves the flames to protect Amina. They go into a city to get passage on a boat and Mathayus attacks Khensa; he does not kill her. As they escape by boat, Amina sees and feels the death of King Tarqa by Nebserek. He was Tala's brother; she is now queen. They then find the tomb and inside a Sphinx statue they find the way to end the curse of the sword - destroy the Book of Souls. Just as they discover this, Nebserek catches up to them and they are captured.
Mathayus is chained up and Nebserek plans to fight him honorably, but he cuts his side with the sword. Tala and Enkidu are jailed together; now that she is queen the Nubian captives agree to fight on her command. Having seen Nebserek with the captives, the Black Arrows sneak up to their camp and prepare to fight. Tala wills Mathayus to remember being the Scorpion King, and several scorpions sting him, invigorating him to break his chains. Tala and Enkidu then break out of the jail and begin to fight Khensa. Uruk and the Black Arrows attack and kill the priestess, Mennofer. Nebserek is enraged and fights Mathayus while Tala and Khensa battle. Enkidu is stabbed with the Fang of Anubis and falls into the fire with it to protect Amina. The Scorpion King kills Khensa and throws Nebserek into the fire. He takes the sword from the fire; Amina insists she die by the sword to break its curse and free the souls it took. She walks into the blade and she and it turn to sand. Mathayus rides off alone.
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