In 1861, Countess Angelina, ruler of Bergamo in southeastern Europe, 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 Hungarian invader, Colonel Teglash, who commandeers the castle to give his exhausted soldiers a rest, but later falls in love with the owner of the place.
The film was Lubitsch's first musical project since directing The Merry Widow for MGM in 1934. It proved to be his last film. Eight days after principal photography began, he died of a heart attack, and Otto Preminger, who had completed A Royal Scandal when Lubitsch was forced to withdraw due to illness in 1944, took over the reins. He stipulated sole screen credit should go to Lubitsch "as a mark of respect and admiration for the departed master."