In 1805, the USS Essex is part of a blockade of the port of Tripoli by the small United States Navy Mediterranean squadron, targeting pirates menacing American shipping. American diplomatic Consul William Eaton comes on board to recruit a small commando squad for a secret mission. Lt. Presley O'Bannon, of the U.S. Marine Corps and Lt. Tripp volunteer to raise a force to seize Derna, a strategic coastal town to the east. Hamet Karamanly, exiled former Pasha of Derna, supplies men in exchange for being restored to his throne which was taken by his brother. Countess Sheila D’Areneau stays with the Pasha, and everyone presumes she is his mistress, while she angles into persuading him to marry her. O'Bannon recruits a native force of mercenaries - Greeks, Turks and Arabs - to accompany his Marines and some American soldiers and Navy midshipmen. O'Bannon and Countess D’Arneau meet and are attracted to each other, but both refuse to admit it to themselves. D’Arneau convinces Hamet that the Americans plan to turn him over to his brother, but O’Bannon gets him to change his mind. D’Arneau defies O’Bannon and accompanies the expedition from Alexandria, Egypt, across the North African deserts, but he forces her to travel with the camp followers. After a waterhole is poisoned, the expedition has to cross a dune sea to reach the next waterhole ahead of the poisoners. O’Bannon kisses the countess and the force has to endure a sandstorm. Hamet’s brother offers him a deal: half the kingdom in return for getting rid of the Americans. They reach the coast twelve days late and the American navy squadron under CommodoreSamuel Barron is not yet there. There is almost a mutiny before the ships arrives. Hamet tells his brother the plan of attack on Derna. When the countess learns of this, she rides to warn O’Bannon. He leads a surprise attack on the city and captures it. Lt. O’Bannon and the countess become a couple.
There was a vogue for films about the Barbary War at this time: Universal had made Slave Girl and Columbia Barbary Pirate. Payne and O'Hara had appeared together in To the Shores of Tripoli. The film was originally called The Barbarians and was a story by Will Price and Winston Miller. Pine-Thomas bought the story in 1949. It was to have starred Dennis O'Keefe who just made The Eagle and the Hawk for Pine-Thomas, as Presley O'Bannon. Price's wife Maureen O'Hara agreed to play the female lead. Eventually Payne played the male lead instead of O'Keefe. Filming took 33 days.
Reception
The film was popular and made $1.6 million in North America.