Cowardly rogue Harry Flashman's (Malcolm McDowell) schemes to gain entry to the royal circles of 19th-century Europe go nowhere until he meets a pair of devious nobles with their own agenda. At their urging Flashman agrees to re-create himself as a bogus Prussian nobleman to woo a beautiful duchess. But the half-baked plan quickly comes unraveled and he's soon on the run from several new enemies who are all calling for the rapscallion's head.