Persia conquers Egypt (525 B.C.) - Cyrus the Great was succeeded by his son, Cambyses II, who ascended the Persian throne in 530 B.C. with the death of his father. The most notable event of his reign was the conquest of Egypt. The end came at the Battle of Pelusium in 525. Herodotus records the most comprehensive narrative of Cambyses' campaign. In addition, there are fragments found in Egyptian and Babylonian records, and King Darius of Persia mentions it in the Behistun Inscription. At the time of the battle, Persia's power was on the rise and Egypt's was at an all-time low. It wasn't so much a military engagement as a massacre. For one thing, Egypt's pharaoh, Amasis II died about six months earlier. His son, Psammetichus III, became the new pharaoh and was very young and very inexperienced as a military commander. Herodotus puts the losses at 50,000 for the Egyptians, and 7,000 for the Persians. The young pharaoh and the remnant of the Egyptian army barricaded themselves in the ancient capital of Memphis, but its defenses were inadequate. Cambyses offered to allow Psammetichus to surrender, but he refused. The city was taken and about 2000 more Egyptians killed. The pharaoh was allowed to live and serve as the Egyptian satrap, but was later executed after an attempted revolt. As a result, the Persian Empire brought about an end to the independence of the two oldest civilizations on earth; Mesopotamia (see Fall of Babylon) and Egypt.