Devious wizard Lodac (Basil Rathbone) abducts Princess Helene (Anne Helm). Young Sir George (Gary Lockwood) vows to rescue the fair maiden and win her heart in the process. George, who apprentices for a bumbling witch, nabs an enchanted sword from his boss's collection and makes off for Lodac's lair, only to find that the much more experienced Sir Branton (Liam Sullivan) is already on the case. Just as George tries to fend off Lodac and Branton, his secret weapon runs out of magic.