The Stooges' dying father reveals that they are really of noble blood: Larry is the Duke of Durham, Moe the Count of Fife... "and I the Count of Ten?" asks Curly. "No, you're Baron of Greymatter." They go to the court of Queen Anne to protect her from harm, but she's kidnapped while the Stooges put on a wrestling exhibition. The boys manage to escape execution, find the Queen being held captive in the wine cellars and hatch a plan to save the day.