In 1936, the expatriated young and naive just-graduated British John Truscott (Hugh Dancy) arrives to the Sarawak, a British colony, to work in the Iban society. The beautiful Selima (Jessica Alba) is assigned to be his “sleeping dictionary”, to live and sleep with him and teach him the language and habits of the locals. The reluctant John and Selima fall in love for each other in a forbidden romance.

Scientist Jan Benes, who knows the secret to keeping soldiers shrunken for an indefinite period, escapes from behind the Iron Curtain with the help of CIA agent Grant. While being transferred, their motorcade is attacked. Benes strikes his head, causing a blood clot to form in his brain. Grant is ordered to accompany a group of scientists as they are miniaturized. The crew has one hour to get in Benes’s brain, remove the clot and get out.

In an ancient time, predating the pyramids, the evil king Memnon is using the psychic powers of his sorceress Cassandra to fortell his great victories. In a last ditch effort to stop Memnon from taking over the world, the leaders of the remaining free tribes hire the assassin Mathayus to kill the sorceress. But Mathayus ends up getting much more than he bargained for. Now with the help of the trickster Arpid, tribal leader Balthazar and an unexpected ally, it’s up to Mathayus to fufill his destiny and become the great Scorpion King.