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Poor friends Hisham, Medhat and Mukhtar resort to all the ways to get rid of their poverty, so they end up in prison. After their release from prison, Qarni advises Hisham that his late rich wife had given him his palace on the condition that he become a school for displaced children. Hisham asks three teachers to work at the school provided they are at least 60 years of age. Three girls masquerade as old people and go to work. The three exchange love with the three friends.