The USS Essex (1799) is maintaining a blockade of the port of Tripoli by the small United States Navy Mediterranean squadron. American diplomatic Consul William Eaton (soldier) (Herbert Heyes) comes on board to recruit a commando squad for a secret mission. Lt. Presley O'Bannon, of the United States Marine Corps (John Payne (actor)) and Lt. Tripp (Lowell Gilmore) are selected for a raid on Derna, Libya, a coastal town to the east, with the aid of native and mercenary forces. Hamet Karamanly (Phillip Reed), former Pasha of Derna, supplies men in exchange for being restored to his throne which was taken by his brother. Countess Sheila D’Areneau (Maureen O'Hara) stays with the Pasha and everyone presumes she is his mistress, while she angles into persuading him to marry her. O'Bannon recruits a native force of mercenaries - Greeks, Turks and Arabs - to accompany his United States Marines, and some American soldiers and Navy midshipmen. O'Bannon and Countess D’Arneau meet and are attracted to each other, but both refuse to admit it to themselves.
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