Cassandra tries to escape from Mathayus and tells him that she has been Memnon's prisoner since she was a child. Sympathetic towards her for saving his life, Mathayus allows her the choice of leaving, but warns her of worse dangers and that she is likely safer with him. Meanwhile, Memnon sends his right-hand man, Thorak, and a group of guards to kill Mathayus and retrieve Cassandra. Mathayus manages to slay them all under the cover of a sandstorm and in a cave. While dying, Thorak manages to stab Mathayus in the leg with an arrow coated in scorpion venom - a 'gift' from Memnon; Cassandra uses her magic to save Mathayus' life. As an insult, Mathayus sends Thorak's blood-stained pendant to Memnon.