Awaiting her father's return from California, a young Spanish aristocrat, Tessa Alvarado, is shocked when she learns of his death. Sailing for the New World to assume control of the family hacienda, Tessa and her confidante and servant, Marta, find the once beautiful country in the hands of a military dictator who rules with an iron fist, taxing his subjects to the point of starvation.

When the men begin to disappear, the Queen of Swords springs to action. She discovers that the peasants are being framed for crimes they did not commit and sentenced to work in Montoya's mines. Montoya and Grisham hope the Queen will right the wrong and unwittingly fall into a trap they've laid. Will it be death to the Queen?

When a deadly fever grips the town, Doctor Helm's medicine is the only cure. In an ambitious bid to assume power, Captain Grisham steals the antidote, which Montoya desperately needs, and frames the Queen of Swords for the crime. The dark beauty is forced to unmask the real culprit - or watch Marta, Montoya and many of the townspeople die.

An assassin disrupts the Harvest Festival, when his crossbow fells Don Aguilera, the father of Tessa's childhood friend, Ramon. The grief-stricken son swears vengeance, which Tessa more than understands - until she, as the Queen of Swords, discovers that the shooter's target was not Don Aguilera, but Dr. Robert Helm.

A peasant girl lays dead by the hand of her well-moneyed lover, Anton, and the only witness is Tessa, who vows to testify against him. But Anton's mother, ranchero and former pirate Mary Rose (played by special guest star Bo Derek), is determined to save her son from the hangman's noose - even if it means murder. This time, the one who needs the Queen's protection is Tessa herself.

Montoya commissions Spain's finest swordsman to strike down the Queen of Swords. Unbeknownst to Antonio, his target is also his long-lost love, Tessa. The two long to pick up where they left off years before, but both have been changed by the sands of time. Tessa puts the Queen's life in Antonio's hands - does he have the honor left to protect it?