While in Rome, Napoleon is forced to plant a stolen formula on an American tourist, Darlene Sims. Thrush sends in ladies man Count Cesare Guardia to woo Darlene and recover the formula. However, things become complicated when Cesare and Darlene fall in love.

Thrush kills a scientist and his wife after the scientist develops a way to extract gold from seawater. However, the scientist sent the five parts of the formula to his five daughters. Illya and Napoleon team up with one of the daughters, Sandy, to find the other four step-daughters and recover the formula before Thrush does.