 The U.S. government sends Major Thomas Blake (Donald Woods) on a secret mission when the Bey of Tripoli (Stefan Schnabel) starts demanding tribute from American merchant ships in the Mediterranean in the early 1800 s. His pose as a Tory on the ship alienates his fellow passengers, Anne Ridgeway (Trudy Marshall), and her brother Sam (Ross Ford.) Off Tripoli, the ship is captured by the Bey s pirates, but Blake makes a friend of the Bey when he saves his life. Blake learns that a servant girl, Zoltah (Leonore Aubert), and her friends ate plotting to kill the Bey, and that the Bey also has a spy in the State Department, Tobias Sharpe (Matthew Boulton), who sends advance information about American ship moverents.