Renowned archeologist William Hightower (Cedric Smith) searches the Pyramids for the tomb of Askhenaton, an ancient Egyptian high priest that Hightower suspects was really an extraterrestrial. Just as he finds the tomb, he is apprehended by a mysterious figure. His assistant, Rashid (Damon D'Oliveira), is able to escape. As directed by Hightower, he sends Renee Palmer (Jayne Heitmeyer) the ancient manuscript the professor had used during his search.

After receiving the manuscript, Renee reluctantly agrees with J. Street (Melinda Deines) that their best hope of finding Hightower and the tomb is by teaming up with Renee's former lover, Raleigh Sinclair (Juan Chioran), a rogue archeologist who is as much a pirate as he is a womanizer.

Renee travels to Egypt to meet with Sinclair. They journey to Giza and begin their search in the tunnels beneath the Pyramids, but are interrupted when they see Ronald Sandoval (Von Flores) and two hybrids leading Hightower through the tunnels, also in search of the tomb.

Renee informs Sinclair that Sandoval would only be there if he thinks Askhenaton's tomb is really an Atavus regeneration chamber. Hiding in the shadows, they watch as two hooded guards, who reveal themselves to be Atavus, approach Sandoval's team. After blasting one of the hybrids with energy from their cleaves, the two tell Sandoval they have been protecting the tomb for almost four thousand years, waiting for Askhenaton's brethren to return from the stars, at which time Askhenaton will awaken. Sandoval and Hightower decide to accompany the guards to the tomb. When they overhear Renee and Sinclair, however, the distraction allows Hightower to escape. Renee and Sinclair flee as well, but become separated.

Renee stumbles upon Hightower, and together they continue to search for the tomb. The professor tells her that the manuscript Sinclair has not only provides details about the tomb's whereabouts, but includes information about the golden mask worn by Askhenaton, the eyes of which consist of jewels. When gazed upon, the jewels will reveal the locations of hundreds of other Atavus hives.

Sinclair is the first to find the tomb. He opens the sarcophagus and lifts the mask from Askhenaton's face. To his horror, he sees Askhenaton is an Atavus in stasis (Darren McGuire). Sandoval and the ancient guards arrive. With weapons in hand, they force Sinclair to give them the mask. Suddenly, Renee and Hightower appear. Holding Sandoval and the guards at gunpoint, Renee has Sandoval give the mask to Hightower, then plants a timed explosive in the tomb, intending to blast the Atavus hive into oblivion.

Renee's plans backfire, however, when Askhenaton awakens and attacks. Sinclair uses one of the guards' energized spears to blast Askhenaton back into his crypt. During the scuffle, Sandoval regains the advantage. With gun in hand, he forces Renee and Hightower to remain with Sinclair in the tomb. Escaping with the mask, Sandoval seals off the tomb, condemning the three to certain death as Renee's bomb is just moments from detonating. Refusing to give up, the three push a marble column through the wall of the tomb, gaining access to an adjacent burial chamber and an alternate escape route. They scramble to the surface seconds before the bomb explodes.

Outside, Renee's joy at escaping death is tempered by the knowledge that Sandoval has the mask. With it, he has the ability to locate hundreds of other Atavus hives, potentially spelling doom for all mankind. Relief comes when Sinclair opens his hand to reveal the jewels, which he removed from the eyes of the mask before turning it over to Sandoval.


 
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