|Douglas Fairbanks Jr.||Colonel Ladislas Karolyi Teglas/The Duke|
|Cesar Romero||Count Mario|
|Walter Abel||Major Horvath/Benvenuto|
In this musical comedy, Hungarian soldiers invade Countess Angelina's castle, and her husband immediately escapes, leaving her to fend off the advances of Col. Teglas . One of her ancestors, Francesca (also Grable), was forced to deal with a similar situation many years earlier, which is documented in a portrait hanging in the castle. By night, Francesca leaves the confines of the portrait and helps Angelina grapple with her growing feelings for the colonel.