Charles Laughton plays Kidd, a merchant captain who cons the King of England into allowing him to take to the sea to recover a lost treasure and escort a ship back to London. An old fellow conspirator who he thought dead (John Carradine) and a mysterious young man (Randolph Scott) manage to get on board and cause problems for Kidd.

In the far future, a highly sexual woman is tasked with finding and stopping the evil Durand-Durand. Along the way she encounters various unusual people.

The Stooges sit down to watch a movie, but can't hear it over the neighbors singing.