Memnon, the powerful warrior and ruler of most of the ancient world, keeps a brutal hold on his kingdom with the help of a beautiful sorceress Cassandra, who can predict the future. A collection of tribes trying to overthrow Memnon hire three assassins to kill Cassandra in an attempt to take away the tyrant's greatest weapon. The leader of the assassins, Mathaylus, is betrayed and escapes into the desert after failing in his mission. He survives with the help of Arpid and Cassandra herself, who explains that she has been forced to serve Memnon after Mathaylus steals her away from Memnon's grasp. Mathaylus is able to fend off Memnon's attempts to recapture Cassandra and rallies the rebelling tribes to overthrow Memnon.
