It is Venice, 1900, and Fenella is engaged to composer Caryl Dubrok until she hears that an unmarried woman named Gemma and child is staying with a composer named Dubrok. So the engagement is off and so is she for the mountains. There she meets and is intrigued by Sebastian, but she does not know that he is the composer that Gemma is staying with. When she learns about him, Gemma demands that she choose but Fenella cannot so Gemma and Sebastian leave to be married. They go to England to write his Ballet and Caryl and Fenella are re-engaged. But Fenella still loves the fun-loving Sebastian.