1940s adventure in which two brothers become rivals when they fall for the same woman. Kamar (Leif Erikson), brother of Haroun al-Rashid (Jon Hall), the Caliph who rules over Baghdad, encounters circus dancer Scheherazade (Maria Montez) and soon falls for her. With a prophecy predicting that Scheherazade will become queen, Kamar attempts to overthrow Haroun and claim the throne for himself. His plot forces the ruler to go on the run and take shelter among the circus troupe. When Haroun meets the dancer for himself the two fall in love. Kamar later shows up to claim Scheherazade's hand in marriage and the situation is further complicated by Grand Vizier Nadan (Edgar Barrier) who has his own plans to usurp the Caliph. The brothers fight for both the throne and the woman they love in a final battle that will determine the victor.

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