Small town sensation Phillipedes (Steve Reeves) has a tremendous performance at The Olympics, earning him not just a laurel wreath but the title of Captain of the Sacred Guard of Athens. The conniving Theocritus and his erotic servant Karis attempt to lure Phillipedes into their political schemes, but Phillipedes is enamored with another; Andromeda, Theocritus' arranged marriage bride-to-be. King Darius and the Persians invade Athens with the help of exiled Athenian ruler Hipia. Theocritus is revealed to be an ally of Hipia causing him to defect to the Persian camp. Phillipedes must use his Olympic cred to sway the Spartans to send reinforcements to the decimated Athenian front line, then use his Olympic skills (mostly long distance running) to fend off Theocritus' surprise naval attack and save his lady.
Opener - Mike comes in covered in machine grease. Mr. Honcho calls from his trip to the moon with Rita Moreno. Mike reveals that the machine grease is actually pudding.
Lunch Break - Bill explains the Battle of Marathon to Mike. He uses parts of Kevin and Mike's sandwiches to diagram the Athenian battle plan, making a mess of the lunch table.
Ender- Bill, Mike and Kevin have a stupid hat contest. Mike makes offensive comments about the Basque culture/ethnicity.
- Bill: Hope that's not the head of John the Baptist she's carrying.
- Salome is a Biblical character, the daughter of Herod. She danced for his birthday celebration and was granted one favor. She asked for the severed head of John the Baptist.
- Bill: Hey, Chris Kattan!
- Chris Kattan was a Saturday Night Live cast member. One of his signature characters was Mr. Peepers, an ape-boy.
- Mike: A brief and ugly detour into Phil Spector territory.
- Phil Spector was a noted music producer. He had an alleged history of abusing women and in 2009 was convicted of murdering his wife.
- Kevin: This has become very Harlequin romance-like.
- Harlequin Enterprises is a publisher who found success in printing pseudo-historic erotica. Such books, often set in the colonial to Victorian eras, are known as "bodice rippers".
- Bill: Here comes Calligula riding a senator.
- Roman emperor Caligula (Gaius Julius Caesar Augustus Germanicus) had allegedly appointed his horse Incitatus to a consulship in a fit of madness.
- Kevin: Working on a sex farm doot-di-doo-doo... Plowin' through your bean field...
- Lines from the song "Sex Farm Woman" from parody heavy metal group Spinal Tap.
- The Spartans have never trusted us. Mike: How about the Wolverines?
- The Spartans and Wolverines are the team names of Michigan State University and the University of Michigan. The two schools have a longstanding football rivalry.
- Bill: Guy, you think I should salute them because ... oh, they already rocked.
- For Those About to Rock (We Salute You) was a 1981 song by AC/DC.
- Mike: The Batley Townswomen's Guild presents The Battle of Marathon.
- "The Batley Townswoman's Guild" was a sketch from Monty Python's Flying Circus. The guild (the show's male cast in old lady drag) puts on a reenactment of a historical event which mainly consists of grappling in the mud and hitting each other with handbags.
- Mike: I'll never find Steve Martin funny ever again.
- Comedian/actor Steve Martin wore a gag arrow-through-the-head in some of his early stand-up appearances. It became his trademark in a way.