In 1865, the cadets of a Russian Naval Academy ship have shore leave in Morocco; among them is (fictionalized) future composer 'Nicky' Rimsky-Korsakov. In search of a piano, Nicky and singing ship's doctor Klin meet a family of once-wealthy Spanish colonists...and their daughter Cara who secretly dances in a cabaret. Romantic complications ensue, but Nicky seems less interested in Cara's favors than in inspirations for his future masterpieces.

Yvonne De Carlo
as Cara de Talavera

Brian Donlevy
as Capt. Vladimir Gregorovitch

Jean-Pierre Aumont
as Nikolai Rimsky-Korsakov

Eve Arden
as Madame de Talavera

Phillip Reed
as Prince Mischetsky

John Qualen
as Lorenzo

Elena Verdugo
as Fioretta

Richard Lane
as Lieutenant

George Dolenz
as Pierre, the Headwaiter

Terry Kilburn
as Midshipman Lorin