The film takes place in ancient times, when a mighty swordsman, Memnon (Steven Brand, making his film debut) ruled over nearly all the known world. Memnon, a brutal tyrant, defeats his enemies in battle with the help of a beautiful sorceress, Cassandra (Kelly Hu), who can predict the future. The last of the "free tribes" form a fragile alliance to fight Memnon, and hire a trio of Akkadian assassins, led by Mathayus (pro wrestler The Rock, who made his big-screen debut as this character in The Mummy Returns), to kill the sorceress and thus remove Memnon's advantage. Balthazar (Michael Clarke Duncan of The Green Mile), the powerful leader of the Nubians, objects to hiring mercenaries, but the plan goes forward. The assassins are betrayed by Takmet (Peter Facinelli), the son of one of the tribal leaders, and Mathayus finds himself unable to kill Cassandra.