Geoffrey Thorpe (Errol Flynn) is an adventurous and dashing pirate, who feels that he should pirate the Spanish ships for the good of England. In one such battle, he overtakes a Spanish ship, and when he comes aboard, he finds Doña Maria (Brenda Marshall), a beautiful Spanish royal. He is overwhelmed by her beauty, but she will have nothing to do with him because of his pirating ways (which include taking her prized jewels). To show his noble side, he suprises her by returning the jewels, and...

Cheech must deal with losing his job, his angry neighbor, and trying to score with sexy Donna. Meanwhile, Chong meets Cheech's cousin Red and the two have a wild time in Hollywood with a big bag of buds and a cool Ferrari. Along the way they meet everyone from Pee Wee Herman to really cool aliens.