Heads turn as Gram the Barbarian and Sandra the exiled Warrior Queen ride out of the desert into the town of Dorlin, a place ruled by the infamous Mocatu the Tyrant. Dismounting to eat and drink in the shade, they learn that Mocatu likes to punish offenders by having them witness their womenfolk receive a public thrashing. It is not long before armed men appear, dragging three young women to face such a punishment, after which they are slung over the pommels of horses and taken away to endure a lifetime of slavery. But the soldiers are not prepared for Gram and the warrior woman - the pair attack and rescue the captives, and later go on to intervene during a bandit raid on Lady Dinadora, the spoilt young daughter of Mocatu. Her haughtiness and ill manners soon earn her a sound spanking from Gram, witnessed somewhat enviously by his fearless warrior companion.

As the story progresses, Dinadora learns humility and shows courage, acting against the wishes of her tyrant father, who orders her to be whipped. When Sandra disobeys Gram and is captured and whipped by the tyrant, it is Gram who comes to her aid once more... but once Gram gives Sandra her long awaited spanking, the nature of their relationship begins to change, moving from platonic fighting companions to lustful and highly satisfied lovers...