Several years after his rise to power, Mathayus (Victor Webster), the once-fearsome Scorpion King, finds his kingdom crumbling. A deadly plague has ravaged his land, claiming the life of his beloved queen. Grief-stricken and disillusioned, Mathayus abandons his throne and becomes a mercenary, roaming the desert with a jaded heart.
Meanwhile, Talus (Billy Zane), the ambitious younger brother of Horus, King of Egypt, sets his sights on seizing power. He travels to the Far East and makes a pact with the evil sorcerer Ramusan (Ron Perlman), obtaining the powerful Book of the Dead. Using the book, Talus resurrects three fearsome ghost warriors: Zulu Kondo (Kimbo Slice), Agromael (Dave Bautista), and Tsukai (Theodus Crane).
Horus, threatened by Talus' growing power, seeks help from Mathayus. Despite his reluctance, Mathayus is drawn back into the fight when he learns that Talus has kidnapped Silda (Krystal Vee), the daughter of Ramusan. He teams up with Olaf (Bostin Christopher), a skilled Norse warrior, to rescue Silda and stop Talus before it's too late.
Mathayus and Olaf's journey takes them through treacherous landscapes and perilous battles. They face off against Talus's undead army, encountering each warrior's unique and deadly abilities. Mathayus must confront his own inner demons and rediscover the warrior within himself to overcome these challenges.
The climax of the film sees Mathayus and Olaf confronting Talus in a final showdown. They must not only defeat Talus and his ghost warriors but also destroy the Book of the Dead, the source of their power. The battle is epic and action-packed, pushing Mathayus and Olaf to their limits.