A tyrannical King - Charles the Impotent - has taken over the Kingdom. During Charles's terrible reign; Master Limpcock is having a difficult sex life with his wife, Erotica. Erotica suggests a potion to Limpcock to cure his erectile dysfunction. She is soon left alone, and invites a young servant man to have sex with her. The two are being watched through the keyhole by Little Dick (the "King Dick" of the title), a young servant dwarf, who has been instructed by Limpcock to send a message to Nymphomania, a sexually-inadequate witch, who concocts a spell that will hopefully make herself beautiful again.
Nymphomania's Crystal Ball comes to terms of helping her to regain her beauty, only if she receives sixty-nine orgasms during sexual intercourse. She decides to test this out on Little Dick when he arrives, and is accompanied by Aphrodisiac, a wisecracking talking red frog (initially used as one of Nymphomania's ingredients), who helps her to keep track of the number of orgasms she receives each time she has sex. Once Little Dick is knocked out; Nymphomania transforms into a beautiful woman, but returns to her original form, as she has not received enough orgasms to fully break the spell.
She goes to see Master Limpcock, and makes a deal that she can help cure his impotence, but only on one condition: that she keeps Little Dick all for herself. Limpcock agrees, and the well-endowed dwarf - attempting to escape from Nymphomania's clutches, and also from the equally desperate Erotica - successfully escapes, but runs into trouble with some coachmen. He soon finds a job as a stablehand at the town's circus, cleaning an elephant, who frequently flatulates and defecates on people. Little Dick soon starts to miss Nymphomania, as he would rather be with her than be at the circus.