En route to Thebes for an important diplomatic mission, Hercules drinks from a magic spring and loses his memory. He spends most of the movie in the pleasure gardens of Queen Omphale of Lydia. While young Ulysses tries to help him regain his memory, political tensions escalate in Thebes, and Hercules' new wife Iole finds herself in mortal danger.

Two POWs learn of a treasure of gold hidden in a cemetery, and escape from their POW camp to look for it.