The series cast includes Alan Bates, Rufus Sewell, Andy Serkis, James Frain, John Leguizamo (in a dual role), Jason Scott Lee, Vanessa-Mae, Alexei Sayle, Jim Carter, James Callis, and Oded Fehr.

In his madness, Shahryar now believes that all women want to kill him, but the law states that the Sultan must be married again or the throne will be passed to his brother.

Shahryar has therefore ordered his Grand Vizier, Ja'Far (Jim Carter), to bring him one of his concubines from the harem to marry and then have executed the next morning.

Perceiving this as weakness, Schahzenan decides to lead his army to Baghdad in an attempt to take the throne by force.

Ali Baba (Rufus Sewell) is a poor peasant from Damascus who finds a magical cave where the loot is stolen by the Forty Thieves, a tribe of murderous bandits that have plagued the kingdom.

With the help of his newly hired servant, Morgiana (Amira Casar), Ali takes down the body and gives Cassim a lavish funeral.

Black Coda discovers that Ali Baba and Morgiana are living in a lubricious estate in Damascus and devises a plan to kill all in the household.

The Forty Thieves enter the city hidden in oil barrels which are placed outside Ali's estate where they wait for nightfall.

Before they can strike, Morgiana discovers the barrels and rolls them down to the bottom of a hill where the dazed Forty Thieves are arrested (and later hanged) by the city guards, although Black Coda escapes.

To prevent Shahryar realizing she's starting a complete new story, Scheherazade begins her next tale by following on from the last, explaining that Faisal (Stanley Lebor) designed Morgiana's wedding attire and his wife, Safil (Jamila Massey), from Constantinople (or Istanbul given the architecture and being under Muslim rule), were at Ali Baba's wedding.

Recognizing Bac-Bac, they repeat the actions of Faisal and Safil by dropping the body down the chimney of their Chinese neighbor, Hi-Ching (Junix Inocian).

So he carries the body to a dark alcove, where Englishman Jerome Gribben (Roger Hammond) is walking home in a drunken stupor.

This story tells the classic tale of Aladdin (Jason Scott Lee), a Chinese thief living in the caliphate of Samarkand (actually, China).

Rubbing it frees the Lamp Genie (also John Leguizamo) an incredibly powerful and intimidating spirit who can grant Aladdin's wishes.

In Africa, Mustappa realizes that Aladdin is alive and has married as his pet raven, Hector, loses all his feathers.

Overhearing this, an angered Abraschild spikes Amin's drink with sleeping powder and has him back into the streets as a beggar.

When Amin awakes, he is traumatized and insists he is the Sultan, prompting the city guards to put him in an insane asylum.

After causing chaos in the city by fighting over a Princess, their father challenges each of his sons to bring him what they believe is the most precious object in the world, giving them one year to complete their quest.

The brothers race back to Yemen on Hussain's carpet to save their father with Ahmed's apple of life.

Scheherazade explains that as a result of their adventures, when the brothers eventually succeed their father, they rule the kingdom together in peace and harmony.