In this musical comedy, Hungarian soldiers invade Countess Angelina's (Betty Grable) castle, and her husband immediately escapes, leaving her to fend off the advances of Col. Teglas (Douglas Fairbanks Jr.). 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.