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Southern playboy Matt Claibourne is called to the majestic estate of his uncle, a U.S. Senator, who informs him that he has ruined the family name once too often. In order to avoid further scandal, the Senator sends Matt on a government mission to Tripoli, where he is to arrange for the release of ten American seamen held hostage by Barbary pirates. To protect the ransom and his nephew, the Senator hires Chips Jackson as Matt's bodyguard. Arriving in Tripoli, Matt quickly falls for the charms of Francesca, an alluring dancing girl, while bargain-hunter Chips purchases a beautiful slave girl named Aleta. After Francesca and her cohorts steal the Americans' ransom, Matt and Chips fill the now-empty strongbox with bricks and deliver it to the Pasha. When the Pasha discovers the deception, Matt confesses all and claims that Chips is arranging for new payment through the American consul. Matt then recognizes Francesca among the dancing girls, only to be informed that she is the Pasha's fiancée. After being warned by Yusef, the Pasha's chief advisor, that familiarity with Francesca would mean death for both of them, Matt recants his identification and is thrown into the dungeon with the hostage sailors. Meanwhile, the Pasha announces his intention to force Francesca to marry him, though she is secretly in love with El Hamid, the Pasha's political rival. When Chips is later captured by the Pasha's men, all hope seems lost for Matt and the sailors until Aleta appears with the key to the dungeon. With the help of Thomas "Liverpool" Griswald, a British prisoner, the Americans make their escape into the night. Knowing that their only way home is to recover the stolen ransom, Matt and the seamen go in search of Francesca, unaware that she is now the Pasha's prisoner, having been caught in a compromising position by Yusef. Before Francesca is put on the torture rack, however, the Americans break into the palace and free her. They all go to the "Sign of the Grapes" café, where Francesca tells Matt that she is an Italian who was captured by the Pasha while on her way to Paris, and that she stole his gold in order to finance El Hamid's revolution against the Pasha. When Matt still refuses to let her keep the ransom, Francesca escapes the café and heads to El Hamid's camp. She is followed by Matt and his men, and at the camp, El Hamid informs them that he plans to use the gold to purchase 1,000 mercenary troops. El Hamid then asks Matt to join his cause, offering to double the lost gold with riches captured from the Pasha's coffers. Later, when he meets with Telek Taurog, a desert chieftain, El Hamid reveals his plan to betray the Americans, as well as agreeing to Telek's demand for the favors of Francesca. Aleta overhears El Hamid's deceptions, however, so the Americans fight off the Arabs and make off with both the gold and Francesca. While the Americans argue about how they will leave Tripoli, however, Liverpool informs them that the camel carrying the gold has run off. Matt and Francesca chase the camel into the Pasha's camp, where they once again become his prisoners. After Francesca confesses her love for Matt, the Pasha orders the two executed by firing squad, but before the execution takes place, they are rescued by Liverpool and the sailors. Soon they all become trapped in the mountainside by the Pasha's men, so Francesca rides to El Hamid's camp with the gold and entices them to follow her back to the mountainside. The two Arab forces then attack and kill one another, and the Americans happily leave Tripoli with both the gold and the women.