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| Betty Grable | Francesca/Angelina |
| Douglas Fairbanks Jr. | Colonel Ladislas Karolyi Teglas/The Duke |
| Cesar Romero | Count Mario |
| Walter Abel | Major Horvath/Benvenuto |
| Reginald Gardiner | Alberto |
| Harry Davenport | Luigi |
| Virginia Campbell | Theresa |
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.
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