The stooges dying father reveals that they have noble blood in them. Larry is the Duke of Durham, Moe the Count of Fife, and Curly the Baron of Gray Matter (who asks if he's the count of ten, only to get that answer.) They then go to the court of Queen Anne to protect her from harm. Only to learn that her guards wish to kidnap her and overthrow her, which they do succeed in (Thanks to the stooges' stupidity.) The stooges are able to find the queen being held kidnapped in the wine cellars. They hatch a plan to save the day. It works, but they cause misery for the queen at the end.
- Moe Howard, as Count of Fife
- Larry Fine, as Duke of Durham
- Curly Howard, as Baron of Gray Matter
- Geneva Mitchell
- Walter Brennan
- Stanley Blystone
- The film title as "Restless Knights" is a pun on "restless nights".