In 634 AD, ruthless Khalid the Iron Man lays siege to Damascus in an attempt to complete his conquest of Persia. Damascus resists for over two months, angering Khalid's general, Abu Andar, who demands that he be allowed another method of attack. When Khalid refuses, Andar quits, prompting Khalid to reconsider and approve Andar's daring plan. Andar's assault is quick and successful. Inside the palace, Sultan Raudah learns with relief that his top advisor, Ali Baba, has escaped. When Raudah sadly informs his daughter, Princess Zafir, and her companion, Lady Sheherazade, that Damascus is about to fall, they refuse to leave. Sheherazade believes she might be able to convince Andar to make reasonable terms and, along with Zafir, travels to Andar's tent under a flag of truce. Impressed by the women's boldness, Andar agrees to spare the Damascans as long as Khalid is paid the city's gold supply and accepted as undisputed ruler. Upon riding triumphantly into the city with Zafir, Andar is summoned by Khalid, who promptly orders him arrested and the people of Damascus enslaved. Andar escapes and while fleeing Khalid's soliders, steals a sword from the shop of Ben Jammal, with which he holds at bay several attackers. At the palace, Khalid has Raudah sent to the dungeons and declares that Zafir will be made queen the following day. Zafir is locked in her room and when Andar breaks in, she attempts to stab him, believing he has betrayed the sultan. Andar swears he is trying to help but must escape before he can explain further. Fleeing the palace, Andar is befriended by locals Sinbad and Aladdin, who help him steal horses and retreat to the mountains. There, the three are quickly surrounded by the forces of Ali Baba, who takes them to a cave fortress, which opens and closes with the magical phrase "open sesame." Inside the cave fortress, Andar finds a former acquaintance, Neela, who has been bound and gagged as a spy, and has her freed. Andar tells Ali Baba about Khalid's overthrow of Damascus and offers his services. Ali Baba laments that his forces have no arms, but when Andar remarks about the stolen sword from the shop of Ben Jammal, Ali Baba explains that Ben Jammal's family has made the most powerful swords for years using a heavily guarded formula. Andar declares he will return to the city for Ben Jammal's help. The next day, Andar, Neela and his friends ride into Damascus disguised as merchants and meet with Ben Jammal, who agrees to help upon learning of Ali Baba's acceptance of Andar. When Ben Jammal asks about payment for the weapons, Andar assures him that Khalid will help them pay after Andar steals his sizeable plunder. When Ben Jammal advises Andar that Khalid intends to marry Zafir that night, Andar hastens to the palace, rousing Neela's anger. Andar breaks back into the palace by way of the kitchen and disguises himself as a one-eyed waiter to get into the wedding feast. With Sheherazade's help, Andar drugs Khalid to prevent the marriage ceremony from taking place. Andar then spirits Zafir to her room to learn the location of the palace treasure, but when guards start chasing them, Zafir gives Andar her jewelry to pay Ben Jammal. Anxious to protect her father, Zafir stays behind but Andar vows to return and free them. On riding back to the cave fortress, Andar purposely allows two of Khalid's guards to follow, knowing that they will report and Khalid will then send out a regiment. The next morning, when the regiment arrives at the cave, they find it empty, but Ali Baba, on a hill nearby with his men, orders the stone to close forever, sealing the soldiers inside. In Damascas, Khalid discovers Zafir and Sheherazade have helped Andar, and orders them imprisoned with Raudah and executed the next day. After Ben Jammal sends a messenger out to advise Ali Baba and Andar of the executions, they make plans to return to the city in their merchant guises with men and arms hidden inside huge barrels. The following day at the execution, Sinbad stirs the crowds by calling for the death of Khalid, signaling Andar and his men to attack with Ben Jammal's powerful weapons. Neela is killed defending Andar, who is then attacked by Khalid wielding one of the potent swords. The men fight bitterly, but Andar finally triumphs, bringing freedom to the city of Damascus.