Mathayus, Arpid and Cassandra run into Philos, who had earlier managed to flee from Memnon's palace and has perfected an explosive powder. However, they are ambushed by the rebels, now under the rule of Balthazar. Though Mathayus defeats Balthazar in a fight and earns his grudging respect and sanctuary, Cassandra has a vision of Memnon and his army slaughtering the entire rebel camp. She informs Mathayus and then prophesies that when the moonlight reaches Memnon's palace, the King on High will become the invincible Scorpion King, and Memnon believes himself to be the one destined to become the Scorpion King. Furthermore, she informs Mathayus that if he faces Memnon, he will likely die, but Mathayus assures her that he will make his own destiny and they sleep together.