The next morning, however, 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 confronts and kills Takmet, avenging Pheron, and takes on the full force of Memnon's forces alone. The battle rages on until Mathayus is shot by a guard, as predicted by Cassandra. As Memnon takes his place in the House of Scorpio to become the Scorpion King, Cassandra kills the guard while Mathayus retrieves his bow, pulls the arrow out of his shoulder and uses it to shoot the exhausted Memnon, sending him off the edge of the roof. At the same time, Philos and Arpid use the explosive powder to destroy the palace's foundation stone, bringing down the bulk of Memnon's forces. Memnon is consumed by the flames as he falls to his death. With the battle over, the remnants of Memnon's army bow before Mathayus, who by their law is their new king, the Scorpion King.