Louis and Floyd are two former backup soul singers who have not spoken to each other in 20 years. They reluctantly agree to travel across the country together to a reunion concert to honor their recently deceased lead singer. Cleo is a beautiful young woman who is believed to be Floyd's daughter. She accompanies them as their new singer.

The heroic Leonidas, armed with nothing but leather underwear and a cape, leads a ragtag group of 13 warriors to defend their homeland against the invading Persians, whose ranks include Ghost Rider, Rocky Balboa, the Transformers, and Paris Hilton.