Long ago and in a distant land, the evil warlord Memnon (STEVEN BRAND) has conquered and now rules most of the known world and its people. While possessing a physical prowess and fighting skill of near unmatched proportions, his greatest weapon is a seer who has visions of the future and thus allows him to know when, where and how to strike his opponents.
Desperate to stop him and the carnage, the few remaining tribes have decided to hire three highly trained Akkadian assassins to find and kill the sorcerer and thus eliminate Memnon's knowledgeable advantage. Much to the disdain of Balthazar (MICHAEL CLARKE DUNCAN), another of the rulers, the assassins - led by Mathayus (THE ROCK) - set out on their mission.
They quickly find the seer's location, but Mathayus' partners are killed and the sorcerer turns out to be a sorceress named Cassandra (KELLY HU). Mathayus' surprise and hesitation in killing her allows him to be captured and then left to die a horrific death. As luck has it, Arpid (GRANT HESLOV), an opportunistic vagabond, rescues Mathayus in exchange for getting to travel with him.
After meeting Philos (BERNARD HILL), an enslaved inventor, and avoiding the palace guards, Mathayus kidnaps Cassandra and sets out for the Valley of the Dead, only to be pursued there by one of Memnon's top men, Thorak (RALF MOELLER). Following another deadly battle, Cassandra's return to Memnon, and a precarious encounter with Balthazar, Mathayus and his unlikely team head back toward Memnon's palace in an effort to rid the world of him once and for all.