Count Armalia (George Zucco) tries to show that peasants and aristocrats are not that different by asking singer Anni Pavlovitch (Joan Crawford) to masquerade as his wealthy friend, Anne Vivaldi. She agrees and soon meets the dashing Rudi Pal (Robert Young). Although he is engaged, Rudi begins to fall for Anni. At the same time, she develops feelings for Giulio (Franchot Tone), a self-possessed but poor clerk. However, Anni also begins to lose herself in the role of affluent socialite.