The last pharaoh of the Twenty-sixth Dynasty of Egypt, Psamtik III, was defeated by Cambyses II at the Battle of Pelusium in the eastern Nile delta in May of 525.

Egypt was then joined with Cyprus and Phoenicia to form the sixth satrapy of the Achaemenid Empire, with Aryandes as the local satrap (provincial governor).

One decree, written on papyrus in demotic script, ordered a limitation on resources to all Egyptian temples, excluding Memphis, Heliopolis and Wenkhem (near Abusir).

The main cause of this rebellion is uncertain, but the Ancient Greek military historian Polyaenus states that it was oppressive taxation imposed by the satrap Aryandes.

Darius made a proclamation that he would award a sum of one hundred talents to the man who could produce the next Herald, impressing the Egyptians with his piety such that they flocked en masse to his side, ending the rebellion.

He reportedly codified the laws of Egypt, and notably completed the excavation of a canal system at Suez, allowing passage from the Bitter Lakes to the Red Sea, much preferable to the arduous desert land route.

The result of this was a minor brain drain in Egypt, due to the loss of these skilled individuals, creating a demonstrable lowering of quality in Egyptian architecture and art from this period.

In 460 BC another major Egyptian rebellion took place, led by a Libyan chief named Inaros II, substantially assisted by the Athenians of Greece.

[15] Inaros defeated an army led by Achaemenes, killing the satrap in the process, and took Memphis, eventually exerting control over large parts of Egypt.