The stooges are potters in ancient Rome during the reign of Emperor Octopus Grabus. When the emperor orders all beautiful red-headed women to be brought before him so he can select a wife, Diana, a pretty red-head, seeks refuge with the stooges. Some soldiers find Diana's hiding place and they are all brought to the palace where the stooges escape and try to pass of Curly as Diana, having broken the emperor's glasses. Their ruse fails and they're caught by the palace guards as they try to escape.

A destitute mother and child move into the stooge's vacant lot home and the boys decide to help them. They steal the kids piggy bank and sneak into the race track. They bet on a long shot that wins and then are gypped out of their winnings by two con men who sell them a washed up race horse. Everything turns out happily when Curly swallows horse vitamins and gives birth to a colt!