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.


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.


  • Dwayne Johnson as Mathayus
  • Steven Brand as Memnon
  • Kelly Hu as Cassandra
  • Grant Heslov as Arpid
  • Bernard Hill as Philos
  • Michael Clarke Duncan as Balthazar
  • Peter Facinelli as Takmet
  • Ralf Moeller as Thorak
  • Branscombe Richmond as Jesup
  • Roger Rees as King Pheron
  • Sherri Howard as Queen Isis
  • Conrad Roberts as Chieftain
  • Joseph Ruskin as Tribal Leader
  • Esteban Cueto as Third Akkadian
  • Nils Allen Stewart as Torturer


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 also praised the film, saying: "If you can think of a better way to spend a Saturday afternoon, I want to hear about it."

Track listing
  1. "I Stand Alone" by Godsmack
  2. "Set It Off (Tweaker Remix)" by P.O.D.
  3. "Break You" by Drowning Pool
  4. "Streamline" by System of a Down
  5. "To Whom It May Concern" by Creed
  6. "Yanking Out My Heart" by Nickelback
  7. "Losing My Grip" by Hoobastank
  8. "Only the Strong" by Flaw
  9. "Iron Head" by Rob Zombie Feat. Ozzy Osbourne
  10. "My Life" by 12 Stones
  11. "Along the Way" by Mushroomhead
  12. "Breathless" by Lifer
  13. "Corrected" by Sevendust
  14. "Burn It Black" by Injected
  15. "27" by Breaking Point
  16. "Glow" by Coal Chamber


  • Some of the scorpions depicted in this film were computer-generated; however, others were live emperor scorpion (Pandinus imperator) specimens, which are commonly kept as exotic household pets.
  • More scenes had to be shot due to the film being around 70 minutes long after being edited.
  • Dwayne Johnson has said that he intentionally shied away from using any trademarks of his WWE character The Rock, in order to give the Scorpion King character a life of its own. The only exception was "The People's Eyebrow," which he does in response to another character's reference to a harem. He said he included the People's Eyebrow to acknowledge the "millions and millions" of The Rock's fans.
  • The "Gomorrah Bazaar" sequences were filmed on a re-dressed Spartacus set on the backlot at Universal Studios.
  • Marissa McMahon, Vince McMahon's daughter-in-law, has a small scene as the woman selling birds of paradise in the Bazaar.
  • While filming the fight scene between Mathayus and Balthazar, Michael Clarke Duncan accidentally leaned too far forward, allowing The Rock's elbow to make direct contact with his jaw, knocking him to the ground. Later, Duncan used makeup to make the injury seem worse than it actually was, as a prank on Johnson (The Rock).
  • The cave that the Rock and the bandits come out of is the bat cave from the 1966 Batman film.
  • The Rock's salary of $5.5 million made the Guinness Book Of World Records for the highest salary for a first-time leading man.
  • Early in the production the villain role was written for Chow Yun-Fat. But Chow's manager vetoed this saying that Chow never plays villains and that doing so would betray his fans. Chow Yun-Fat would later go on to play Pirate Captain Sao Feng in Pirates of the Caribbean: At World's End, as well as Emperor Ping in Curse of the Golden Flower, although since in the former Sao Feng ultimately redeems himself by helping the film's heroes, he could hardly be classified as a villain.
  • The guttural screams made by Dwayne Johnson were provided by heavy metal vocalist Max Cavalera.
  • Kelly Hu originally turned down the role of the sorceress. It was then given to Meg Ryan, who declined. Kelly Hu later accepted the role.
  • In the summer of 2002, Brock Lesnar beat the Rock for the WWE Championship. Ironicially, in 2008, Lesnar beat Randy Couture, who was the star of The Scorpion King 2 for the UFC Heavyweight Championship.
  • Alternative metal band Cold was originally slated to be on the soundtrack and recorded two versions of a song titled "Sting Me" but the song was declined and never included. Both versions are currently only available through limited peer-to-peer networks and torrent sites.
  • When the harem girls have relieved Mathayus of his weapons and called in the attacking guards, Mathayus ducks behind a huge gong, cuts it down to use as a shield, and rolls it out of the room and off the edge of the building. This is an homage to the opening scene of Indiana Jones and the Temple of Doom.


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.


External links

WWE Films
As co-producers
The Scorpion KingThe RundownWalking TallBehind Enemy Lines: ColombiaChristmas BountyScooby-Doo! WrestleMania MysteryThe Flintstones & WWE: Stone Age Smackdown!IncarnateScooby-Doo! and WWE: Curse of the Speed Demon
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The Mania of WrestleManiaSee No EvilThe MarineThe Condemned12 RoundsThe Marine 2

LegendaryKnuckleheadThe ChaperoneThat's What I AmInside OutThe Buddy GamesThe ReunionBending the RulesBarricadeThe Marine 3: HomefrontDead Man DownThe CallNo One Lives12 Rounds 2: ReloadedOculusLeprechaun: OriginsSee No Evil 2Jingle All the Way 2The Marine 4: Moving TargetVendetta12 Rounds 3: LockdownThe Condemned 2Santa's Little HelperCountdownBirth of the DragonInterrogationIncarnateThe Jetsons & WWE: Robo-WrestleMania!The Marine 5: BattlegroundPure Country: Pure HeartArmed ResponseKilling HasselhoffThe Marine 6: Close QuartersBlood BrotherFighting with My Family


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