In 16th century Italy, on the Adriatic coast, the duchy of Doruzza is governed by a tyrannical duke, Zulian, and his haughty daughter, Isabella. When they commit a great injustice, a ship's captain and his daughter turn pirate to fight back for the people.

An officer and a count who live in opposite ends of the same castle bet each other who will be the first to bed their respective new 'virgin' maid. The winner will get ownership of the castle. In order to attain his goal, the officer ignores his lusty fiancee but she soon finds a luitenant to turn her attention to. Eventually a whole stable of local prostitutes gets in on the act.