Richard Pryor stars in this parody of The Three Musketeers follows a coed who falls asleep while reading the book and dreams about a trio of swashbuckling heroes.

Donna Bon Viant (Belaine) is a college student, who has to complete an assignment on the 14th century for her African American literature class. She chooses to base her writings on The Three Musketeers, a famous novel by Alexandre Dumas, père. Donna begins to read the novel and falls asleep in the process. She dreams a zany dream involving the adventures of "The Three Muscatels". The adventures include a number of people in Donna's life including students in her class, members of her family, and an alcoholic she met earlier in the day named Russell (Pryor).