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Poor friends Hisham, Medhat and Mukhtar end up in prison because they resort to all the ways to get rid of their poverty. Qarni tells Hisham that his late rich wife gave him his palace in exchange for him becoming a school for displaced children. Hisham wants three teachers to work at the school if they are at least 60 years of age. Three girls are going to work. The three are in love with each other.