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In the seventeenth century, Malek the Bay of Tunis conquers most of North Africa before setting his sights on the kingdom of Misurata. Attacked by land and sea, Misurata is overwhelmed. Upon triumphantly entering Misurata, Malek orders the death of the kingdom's Princess Karjan, only to learn to his dismay that she has fled the city across the desert to the port of Tripoli, the only remaining city not under Malek's rule. Malek orders Karjan followed. Upon arriving in Tripoli, Karjan, disguised as a man, asks where to find Edri-Al-Gadrian, the infamous sea captain and leader of Tripoli's notorious pirates, and is directed to the rough Inn of the Golden Tavern. There, Karjan is quickly unmasked and scoffed at by Gadrian and his men when she demands their assistance. Refusing to believe Karjan's royal identity, Gadrian attempts to romance her, but when three of Malek's men arrive and attempt to kill the princess, he overwhelms them, although one man escapes. Surprised when the surviving men reveal Karjan's identity, Gadrian immediately accepts the princess's offer of gold and informs the pirates that they will attack Misurata in three days. The escaped soldier overhears the plans and returns to Misurata to inform Malek, who orders his navy to destroy Gadrian's fleet the following day. That evening, tavern maid Rhea, Gadrian's girl friend, jealously declares that the pirates have been ruined for trying to help Karjan and are now helpless. When Rhea attempts to kill Karjan, Gadrian orders her from the inn, but afterward agrees angrily that he and his men are powerless. Karjan suggests that if they steal the Misurata palace jewels, they could then easily purchase a fleet from Spain or Italy. Insisting that she must come along to show them how to enter the palace secretly, Karjan then informs Gadrian and his lieutenant, Hammid Khassan, of the unusual location of the treasure, hidden underwater in a palace well which is guarded by a man who is friendly to her. The three ride to Misurata, where they rendezvous at the shop of Gadrian's friend, merchant Abu Tala. That night Gadrian and Hammid battle various guards upon entering the palace with Karjan, but at the location of the well, Karjan is dismayed to find the guard she knew replaced. The new guard reveals that there are three chests underwater and only he knows which holds the treasure and grudgingly offers to help the pirates. Upon being lowered into the well, however, the guard tries to escape in a tunnel, but Hammid leaps into the well and forces the guard to retrieve the chest. Upon pocketing the jewels, the trio run into Malek and his guard. Karjan and Hammid escape with the jewels to Abu Tala's, but Gadrian is captured and imprisoned. Hammid refuses to leave Tripoli without Gadrian, and he and Karjan devise a scheme to return to the palace disguised as a guard escorting female slaves for Malek. The plan succeeds and they find Gadrian weak from torture, but are able to escape unharmed with fresh horses from Abu Tala. They are followed back to Tripoli, where the pirates are delighted at the sight of the jewels and agree that Gadrian should go to Italy to buy ships. Rhea overhears the plans and informs Malek's spy, who then murders her. Once told of the plan, Malek orders Gadrian killed and Karjan arrested and publicly tried before her execution. On board an Italian cargo ship, Gadrian and Hammid soon realize that they are being followed. When the ships engage with the merchant ship, however, Karjan orders Gadrian subdued and hidden in order to stop the killing, and then surrenders to Malek's men. Abu Tala rides to Tripoli to inform Gadrian's men that Karjan has been taken prisoner. Shortly afterward, the cargo ship returns to Tripoli with Gadrian and Hammid, and they plan how to invade Misurata with one ship. Meanwhile, Malek tries Karjan and sentences her to death for conspiring to overthrow his government. The following day as Karjan awaits her execution, the Misuratans restlessly fill the street, Hammid and Abu Tala among them. When a lone ship is spotted drifting into the harbor flying the plague flag, the guards flee in terror and report to Malek, who orders the ship sunk. Feigning death, Gadrian and his crew remain prone on the deck even when they are attacked, and soon they are too close to the docks for Malek's cannons to fire upon them. The pirates overrun the docks and battle their way into the city, where half of them hide on the rooftops. The palace guards are trapped by Hammid, Abu Tala and the remaining pirates, allowing Gadrian and Hammid to enter the palace. There Malek attempts to flee using Karjan as a shield, but in a vicious battle, Gadrian forces Malek under a guillotine where he is killed. Restored to the throne, Karjan awards Gadrian and his pirates with gold and land, and is hurt when Gadrian insists on returning to Tripoli. Karjan then is delighted after Gadrian decides to remain in Misurata with her.