The Stooges live in "Ancient Erysipelas," where they run Ye Olde Pottery shop. The powerful Emperor Octopus Grabus (Vernon Dent) is in search for a new wife again, with his sights set on redheads. Lovely Diana (Marjorie Deanne), who has kindled Grabus' interest, hides out in the Stooges' shop. A palace guard catches onto the scheme and all are brought to Grabus. The boys help Diana escape, while Moe and Larry convince Curly to dress up as Octopus's prospective bride. These two then destroy the glasses of the nearly-blind Grabus, who cannot see past his nose. The Stooges make a rapid escape by jumping out a palace windows, but end getting caught, upside-down, on the spears of three guards.