Circa 1861, Angelina, ruling countess of an Italian principality, is at a loss when invaded by a Hungarian army. Her lookalike ancestress Francesca, who saved a similar situation 300 years before, comes to life from a portrait to help her descendant. Complicating factor: the newlywed countess feels strangely drawn to the handsome invader...

Betty Grable
as Francesca / Angelina

Douglas Fairbanks Jr.
as Colonel Ladislas Karolyi Teglas / The Duke

Cesar Romero
as Count Mario

Walter Abel
as Major Horvath / Benvenuto

Reginald Gardiner
as Alberto

Harry Davenport
as Luigi

Virginia Campbell
as Theresa

Whit Bissell
as Giulio

Lester Allen
as

Mary Bear
as