 Barbaroosa (John Payne), a pirate, frees a group of Spanish prisoners and makes them his crew. On a raid, he takes as a prize a Spanish countess, Alida (Donna Reed). He has fallen in love with her by the time he arranges for her ransom by the officer who was to marry her. Exposing her intended as a coward and a liar, he goes to ask for her hand but she has escaped, and Barbaroosa thinks she is the one who killed his aide, Peg-Leg (Lon Chaney, Jr.)