After killing countless people in their campaign to conquer the planet, the sorcerers were defeated by the Cimmerians led by Corin (Ron Perlman), who destroys the mask, scattering the pieces across the land, and keeping one for himself.
Years later, the Cimmerians are at war with a rival clan. Corin's pregnant wife is fatally injured in the battle, but is able to give birth to a son, Conan, before succumbing to her injuries. Conan's birth on a battlefield, and subsequent survival, is considered to be a powerful omen.
As an adolescent, Conan (Leo Howard) becomes a fierce, but unfocused, warrior. Corin takes the boy to his foundry and teaches him the Riddle of Steel. Conan insists that he is ready to wield his own sword, but Corin reminds him that once a blade has been forged, it must still be tempered before it can be wielded. Not long after, village are attacked by armored warriors, sporting a symbol of a large, two headed serpent.
The leader, Khalar Zym (Stephen Lang), confronts Corin, demanding his piece of the Mask. When Corin refuses, he is restrained and tortured. Conan, in an angry moment of defiance, attacks one of the warriors, Lucius (Steven O'Donnell), maiming him in the process. After recovering the piece of the mask, Zym has Conan and Corin chained to a pole, a cauldron of molten metal hanging precariously above them, then sets fire to the foundry. Corin sacrifices himself to enable Conan to escape.