Two American sailors, Fiorello and Jimmy are slugged while sight-seeing in Rome and, together, they dream they are back in Rome in the days of Nero. They embark on a series of mis-adventures that include a pocket billiard contest with Nero, the establishment of an amusement park, a football (American football, not Soccer) game with a Grecian urn as the pigskin and a 1950's jam session with Roman musicians. They become favorites of Nero and his adviser Tigellius becomes jealous and goes to Sophonisbo the Sorceress for a potion which will turn Nero's favor to hatred; Jimmy and Fiorella also visit her seeking a love potion which will make Marcus fall in love with their handmaiden friend Licia. The potions are switched which leads to a series of confusions climaxed when Nero surprises Jimmy making love to Empress Poppea. They are soon in a chariot fleeing for their lives, followed by a second chariot driven by Nero.