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Pooh's Adventures of The Scorpion King poster

Pooh's Adventures of The Scorpion King is an upcoming film to be made by Billy2009. It will appear on Google Drive in a near future.


Mathayus, his half-brother Jesup and friend Rama, the only three true remaining Akkadians, are hired by King Pheron of the last free tribes to kill the sorcerer of the ruthless Lord Memnon, who has recently invaded Egypt and conquered all but the small Kingdom of Ur, for twenty blood rubies. Winnie the Pooh, Simba, Nala, Timon, Pumbaa and friends arrive in Memnon's camp and the Akkadians manage to sneak into it, but are ambushed by Memnon's guards, having been tipped off by Pheron's son, Takmet, who killed Pheron and defected to Memnon's side. Winnie the Pooh and his pals follow them. Jesup and Rama are shot, but Mathayus manages to sneak into the sorcerer's tent, where he sees that the visionary is actually a sorceress, Cassandra. Mathayus is then ambushed by Memnon's right hand man, Thorak, and meets Memnon himself, (along with Arthur and Cecil, Shenzi, Banzai, Ed (The Lion King) and Don Karnage), who brutally execute Jesup in front of him. Cassandra, however, tells Memnon that the Gods wish Mathayus to survive the night, and to defy them would incur their wrath. Memnon has Winnie the Pooh and pals locked in the cages guarding by his guards and Mathayus buried to his neck in the desert to be devoured by fire ants, but manages to escape with help from a horse thief, Arpid and the Paw Paw Bears: Princess Paw Paw, Brave Paw, Laughing Paw, PaPooch, Mighty Paw, and Trembly Paw, who reveal to be Pooh and Yogi's cousins. Boo Boo and Princess Paw Paw are in love.

Deciding to finish his mission and avenge his brother, Mathayus sneaks into Memnon's stronghold, Gomorrah, and manages to enter Memnon's palace with help from an urchin. Winnie the Pooh and friends reunite with Danny and Sawyer, Rat and Mole, who are in the palace. Mathayus briefly meets Memnon's court magician, Philos, who hides him and then directs him to the courtyard where Memnon is training. Mathayus tries to shoot Memnon from the watchtower, but is forced to save the urchin from having his hand amputated by shooting the axe out of Takmet's hand, alerting the guards to his presence. Mathayus only barely manages to escape Gomorrah, abducting Cassandra along the way, knowing that Memnon will come for her. Cassandra tries to escape from Mathayus and even tells him that she has been Memnon's prisoner since she was a child. Sympathetic, Mathayus allows her the choice of leaving, but warns her of worse dangers and that she is likely safer with him. However, Memnon sends Arthur and Cecil, Shenzi, Banzai, Ed, Thorak, and a group of thugs to kill Mathayus, retrieve Cassandra, and kidnap Pooh and pals, but Mathayus manages to slay them all single-handedly with the aid of a sandstorm. Piglet, Rabbit, Timon, and Princess Paw Paw are kidnapped by Arthur and Cecil. With his dying breaths, Thorak manages to stab Mathayus in the leg with a scorpion blood-laced arrow. Cassandra, however, uses her magic to save Mathayus's life. As an insult, Mathayus sends Thorak's blood-stained pendant to Memnon.

Mathayus, Arpid, and Cassandra then run into Philos, who fled Memnon's palace and has perfected an explosive powder he was working on. However, they are ambushed by the rebels from Ur, now under the command of King Balthazar, who distrusts Mathayus. Though Mathayus defeats Balthazar in battle 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 tells him of a prophecy Memnon once heard: when the moonlight reaches the House of Scorpio, 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 most likely die, but Mathayus assures her that he will make his own destiny and they make love.

The next morning, however, Cassandra returns to Memnon in order to stall him and possibly kill him before Nala, Colleen, Blitz, Brave Paw, and Pooh decide to follow her. Mathayus, Tigger, Eeyore, Sawyer, Mr. Peabody, Sherman, Simba, Pumbaa, Yogi, Cindy, Boo-Boo, Hunter, Exile, Shag, Laughing Paw, PaPooch, Mighty Paw and Trembly Paw, with help from Balthazar, Arpid, Philos and the army of rebels, launch an all-out assault on Don Karnage and Memnon's stronghold, facing Memnon personally before he can kill Cassandra, while Pooh, Nala, Benny, and Brave Paw rescue, Piglet, Rabbit, Timon, and Princess Paw Paw and Balthazar confronts and kills Takmet, avenging Pheron. The battle rages on until Mathayus is shot by a guard as in Cassandra's vision. Yogi, Cindy, Boo-Boo, Mighty Paw, Laughing Paw, Trembly Paw, Sawyer, Hunter, Exile, Shag, Mr. Peabody, Sherman, Simba, Pumbaa, Tigger, and Eeyore finds Pooh, Nala, Blitz, Colleen, Stitch, Brer Rabbit, Danny, Brave Paw, and his rescued friends before the villains appear. Pooh and the others fight them while Cindy gets somewhere safe. As Memnon takes his place in the House of Scorpio to become the Scorpion King, Cassandra kills the guard while Mathayus retrieves his bow, pulls the arrow out of his back and uses it to shoot the exhausted Memnon, sending him off the edge of the roof just as Philos and Arpid use the explosive powder to destroy the palace's foundation stone, bringing down the bulk of Memnon's forces. Memnon is consumed by the flames as he falls to his death. With the battle over, the remnants of Memnon's army bow before Mathayus, who is crowned as the Scorpion King.

In the aftermath, Mathayus and Balthazar share a good-natured farewell as the latter returns to his own kingdom. Pooh and friends are about to get back to Hundred Acre Wood, but before they go, Danny, Sawyer, Rat and Mole ask Pooh that they would join the team and he says yes. Brave Paw asks him a favor: he would look after Princess Paw who joins in. Cassandra tells Mathayus that she sees a period of peace and prosperity coming, but subtly warns him that it will not last forever. Undeterred, Mathayus decides that they will make their own destiny.


  1. Opening: Rescuing Mathayus's Brother
  2. The Story of Memnon
  3. Plan of Killing Memnon
  4. The Field of the Fire Ants
  5. Boo Boo and Princess Paw Paw in Love
  6. At Gomorrah
  7. Escape to the Desert
  8. During the Sandstorm
  9. Cassandra's Sacrifice
  10. Arriving in the Village
  11. Cassandra's Vision
  12. Pooh and Friends' plan
  13. Battle at the Palace
  14. Happy Ending with Mathayus and Cassandra


  1. You and Me



Coming Soon

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