穷小子威尔顿（乔纳森•莱斯•迈勒斯）为改变自己的命运，从爱尔兰来到伦敦当起网球教练，立誓要凭一身网球绝技混入对该运动情有独钟的上流社会。结识富家公子哥汤姆后，他得到机会，对方的妹妹克罗伊（艾米莉•莫蒂梅尔）对他一见钟情，其后，在对方的父亲的相助下，威尔顿顺利混入上流社会。
　　正当要与克罗伊谈婚论嫁时，威尔顿邂逅汤姆的女友、来自美国的女演员诺拉（斯嘉丽•约翰逊），后者同样在为进入上流社会做着不懈的努力。相似经历令两人萌生真情，但威尔顿并没为诺拉放弃自己的计划。一切梦想都成真后，威尔顿重遇已与汤姆分手的诺拉，两人旧情复燃，威尔顿开始在她与妻子之间周旋。不久，诺拉怀孕坚拒堕胎，威尔顿迎来人生的赛点。

　　The moon rises at a predestined angle and awakens the sleeping Dr. Phibes in 1928, three years after the events of the previous movie. To his dismay, he finds that his house has been demolished and his papyrus scrolls stolen, the scrolls he needs to find the Pharaoh's Tomb in Egypt, where the River of Life flows. After identifying the source of the papyrus theft, he packs and leaves for Egypt with his assistant Vulnavia - whose face displays no effects from the acid shower she received at the end of the previous film (although the character is now played by a different actress, Valli Kemp). His primary goal is the awakening of his dead wife, Victoria.
　　The thieves of Phibes' scrolls suffer an attrition problem as Inspectors Trout and Waverly chase Phibes across the world. The party is led by Beiderbeck (Robert Quarry, best known for playing Count Yorga). Although he looks young, he is several hundred years old and wants to find the River of Life in order to stay alive and be with his lover Diana (Fiona Lewis) forever. This time Phibes' murders all have an Egyptian theme to them; for example, one character is sand-blasted to death. Other deaths include someone being stung to death by scorpions, being eaten by an eagle (in the original script impaled by a gold eagle in the same way a doctor in The Abominable Dr. Phibes was impaled by a golden unicorn), and a golden snake piercing someone's skull.
　　At the climax, Beiderbeck sacrifices his life in order to save Diana. The film ends with Phibes riding a raft down the River of Life with Victoria, while singing "Over the Rainbow" (which is strange, as this film is set in 1928 but "Over The Rainbow" wasn't written until 1938). It is left ambiguous whether Victoria is resurrected or not, although a picture inside the DVD shows her in the raft with her eyes open and smiling at the camera