This decisive battle transferred the throne of the Pharaohs to Cambyses II of Persia, marking the beginning of the Achaemenid Twenty-seventh Dynasty of Egypt.

It was fought in 525 BC near Pelusium, an important city in the eastern extremes of Egypt's Nile Delta, 30 km to the south-east of the modern Port Said.

Phanes was captured in Lycia but outwitted his guards by getting them drunk and escaped to Persia, and assisted the Persian king in all manners of strategy, and was instrumental in shaping his resolve for conquest of Egypt.

[3] The Arabian king, himself an enemy of Amasis and glad to facilitate his destruction, granted safe passage to Cambyses and even supplied him with troops.

When the news of the impending battle reached Egypt, Psamtik III (Psammenitus), son and heir of Amasis II, gathered the Egyptian army, stationing it along the fork of the Red Sea and the river Nile.

That one of Egypt's most prominent tactical advisers, Phanes of Halicarnassus, had already gone over to the Persian side meant that Psamtik was entirely dependent on his own limited military experience.

Psamtik, in a violent act of revenge prior to the confrontation with the Persian army, arrested all the sons of Phanes and stood them between two bowls.

According to Herodotus, Cambyses, in a last attempt to bring an end to the struggle, sent a Persian herald in a ship to exhort the Egyptians to give up before further bloodshed.

Upon sighting the Persian vessel at the port of Memphis, the Egyptians ran out, attacking the ship and killing every man in it, carrying their torn limbs with them back to the city.

Polyaenus, "a retired Macedonian general more interested in novelty than historical accuracy,"[4] claims that, according to legend, Cambyses captured Pelusium by using a clever strategy.