Han, first Emperor of China, known as the Dragon Emperor conquered all his enemies, many of whom were buried under the Great Wall of China, and mastered the five elements, but could not conquer death. He sought the help of a witch, Zi Yuan, who knew where to find the secret of immortality. Han orders his second in command, General Ming, to help her with her research. Han tells Ming that no man is to touch Zi Yuan, as he wants her himself. The two fall in love during their search however and are watched by a spy. After Zi Yuan supposedly casts the immortality spell on Han, he invites her to the balcony where she is given the choice of becoming Han's wife or watching Ming die. Zi Yuan angrily denies Han and watches Ming pulled apart by horses. Han then stabs Zi Yuan. She reveals that she has in fact cursed the Emperor and his army, turning them into the Terracotta Army, and flees.
In 1947, 13 years after the events of The Mummy Returns, explorer Rick O'Connell, his wife Evelyn, and brother-in-law Jonathan are retired but still miss their adventuring days, while their son Alex has become an adventurer. With the financial backing of Roger Wilson, an archaeology professor, Alex locates Han's tomb. He is attacked by a mysterious woman, but brings Han back to Shanghai. Meanwhile, the British government entrusts the O'Connells to take the Eye of Shangri-La back to China as a good faith gesture from to the Chinese. They arrive at the Imhotep, a night club in Shanghai owned by Jonathan. Alex gives them a tour of the exhibit, where it is revealed that Wilson is in league with a paramilitary group led by General Yang and his Second-in-Command Choi, who see Han as the only one who can bring order to China. Using the Eye, which contains water from Shangri-La, they resurrect Han into his terracotta form. Han accepts the service of Choi and Yang but kills Wilson. The woman from the excavation site tries to kill Han with a dagger cursed by Zi Yuan, but fails.
The woman reveals herself to be Lin, a protector of Han's tomb and Zi Yuan's daughter. The O'Connells, Jonathan, and Lin trek through the Himalayas and reach the tower that will reveal the path to Shangri-La when the Eye is placed on top of it. Han and his allies arrive soon. Lin summons a trio of Yeti to assist in the battle, but Han manages to place the Eye atop the tower. Rick is impaled by Han's sword while protecting Alex as he triggers an avalanche, which buys them time to reach Shangri-La first.
There Rick is healed by Zi Yuan. Using the water, she and Lin have become immortal and have guarded the secrets of the Emperor. Han arrives and bathes in the pool, restoring his human form and gaining shape-shifting abilities. He shapeshifts into a three-headed dragon, kidnaps Lin, and flies to raise his Terracotta Army at the excavation site. The O'Connells and Zi Yuan pursue Han, while Jonathan and a pilot Mad Dog Macguire leave to gather reinforcements to stop him.
Han summons his army, which will become invincible after crossing the Great Wall. To buy time, Zi Yuan sacrifices her immortality and that of Lin to revive those buried beneath the Great Wall. Led by Ming, the undead army and the Terracotta army fight. Zi Yuan and Han also fight one-on-one. Zi Yuan sacrifices herself to steal back the cursed dagger. Alex saves Lin who receives the dagger.
Jonathan returns with warplanes to fight back. While Rick and Alex head off to fight Han, Evelyn and Lin fight Yang and Choi. Yang gets caught in one of the rotating wooden cranks. Choi attempts to pull him out and refuses to let go, crushing and killing them both. Rick and Alex find themselves outmatched against the shape-shifting Emperor, and the dagger is broken during the confrontation. Rick goads the Emperor into fighting fair, and manages to plunge the dagger hilt into his heart. Alex in turn stabs him in the back, destroying him.
Back at the Imhotep, Mad Dog is the new owner and the O'Connell's celebrate. But Jonathan goes to Peru with the Eye of Shangri-La, a place he claims has no mummies. Once he arrives, however, mummies are discovered there.
* Brendan Fraser as Richard "Rick" O'Connell: A retired adventurer
* Jet Li as Emperor Han: A warlord who desired immortality. Though he becomes immortal, he is also stone. Once revived, he seeks to enslave the world.
* Maria Bello as Evelyn Carnahan-O'Connell: Rick's wife.
* John Hannah as Jonathan Carnahan: Evy's brother.
* Russell Wong as General Ming Guo: Jin's first in command
* Liam Cunningham as Mad Dog Maguire: A pilot to helps the O'Connells make their way to Tibet on their journey to Shangri-La.
* Luke Ford as Alexander "Alex" O'Connell: Rick's and Evelyn's son, now 21-years-old, who has a crush on Zi Yuan's daughter Lin.
* Isabella Leong as Lin: Zi Yuan's daughter and protector of the Dragon Emperor's Tomb.
* Michelle Yeoh as Zi Yuan: An immortal whom Han sought out to receive the eternal life she possesses.
* Anthony Wong Chau-Sang as General Yang: Han's supporter
* David Calder as Roger Wilson: Alex's supporter in his expedition of the Dragon Emperor's tomb.
* Jessey Meng as Choi:
* Tian Liang as Li Zhou:
* Albert Kwan as Chu Wah:
* Jacky Wu as Assassin #1 (as Wu Jing):
No subtitles, english audio, perfect audio and video.