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In the world of Arabian Nights, Abu Amdar (Paul Henreid), head general of the Khalid, who is attacking Damascus, arranges a truce between the city and the Khalid's forces, and the Khalid (John Sutton') is furious. Amdar escapes to help the Persians, a decision prompted by his love for the Damascan Princess Zafir (Helen Gilbert). With the aid of Sheherazade (Jeff Donnell), Aladdin (Robert Clary), Sinbad (Lon Chaney Jr., Ali Baba (Philip Van Zandt) and less-than-forty of his thieves, Abu Amdar soon sets things right in old Damascus...and Columbia's back lot.