Rick O'Connell (Fraser) is a dashing legionnaire who stumbles upon the ruins of an ancient Egyptian city where an evil high priest, Imhotep (Vosloo), has been buried, cursed to remain undead for all eternity for indulging in a love affair with the Pharaoh's mistress. O'Connell finds himself in an uneasy alliance with a beautiful, but clumsy Egyptologist, Evelyn (Weisz), only to discover that Imhotep intends to use Evelyn's body as a host for his long-lost paramour, the Pharaoh's mistress. It is up to O'Connell and Evelyn's brother, Jonathan (Hannah), to prevent the total regeneration of Imhotep, and to keep Evelyn from becoming an unwilling bride.