The rightful ruler of a small European country (Joan Bennett) is dominated by one of her generals (George Sanders) who is plotting to force her to marry him and take over the country. A French count (Louis Hayward) who doubles as a masked fighter arrives, falls in love with the Duchess and saves the day. There are good performances from Joan Bennett as the Duchess torn between her feelings and her duty, George Sanders as the scheming general and Louis Hayward as the foppish swashbuckling hero.