poisonous arrow shot via her magic. Mathayus, Arpid, and Cassandra run into Philos, who escaped Gomorrah and has perfected an explosive powder. However, they are ambushed by the rebels, now under the rule of the Nubian King Balthazar. Though Mathayus defeats Balthazar in a fight and earns his grudging respect and sanctuary, Cassandra informs Mathayus that she has a vision of Memnon and his army slaughtering the entire rebel camp. Furthermore, she explains that if Mathayus faces Memnon, he will likely die. The next morning, Cassandra returns to Memnon in order to stall and possibly kill him. Mathayus, with help from Balthazar, Arpid, Philos, and the army of rebels, launches an all-out assault on Memnon's stronghold, facing Memnon personally before he can kill Cassandra. Balthazar takes on the full force of Memnon's forces alone and kills Takmet during the battle, thus, avenging King Pheron. The battle continues until Mathayus is shot by a guard, as predicted by Cassandra. As Memnon is about to claim victory, Cassandra kills the guard while Mathayus retrieves his bow and shoots an arrow at the exhausted Memnon, sending him off the edge of the roof and into a set of flames where he dies. Philos and Arpid use the explosive powder to destroy the palace's foundation stone, bringing down Memnon's forces. With the battle over, the remnants of Memnon's army bow before Mathayus, who by their law is proclaimed the Scorpion King. In the aftermath, Mathayus and Balthazar share a good-natured farewell as the latter returns to his own kingdom. Cassandra tells Mathayus that she sees a period of peace and prosperity coming, but warns him that it will not last forever. Undeterred, Mathayus decides that they will make their own destiny. Cast Dwayne Johnson as Mathayus of Akkad / The Scorpion King Steven Brand as Memnon Kelly Hu as Cassandra / Sorceress 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 Soundtrack The soundtrack to The Scorpion King was released on 26 March 2002, just before the film was released on 19 April. It is filled with various bands performing either previous released tracks or their B-sides. The album has been certified Gold by the RIAA. Weekly charts Year-end