[3] In 1861, Countess Angelina (Betty Grable), ruler of Bergamo in North Italy near the Swiss border, marries Mario (Cesar Romero), a baron she has known since childhood.

Angelina greets Teglash, who flirts with her when he learns her bridegroom has escaped, but she makes it clear she respects her marriage vows and is concerned about her husband's safety.

Angelina's servant Luigi, seeing how smitten the colonel is with his mistress, tells Teglash how three hundred years earlier, Francesca retained control of the castle when a tyrannical duke attempted to seize it.

He awakens with a start and finds Angelina, who tells him Mario has left her and proposes they wed. That night at midnight, the portraits come to life once again to celebrate their union with song and dance.

In 1942, 20th Century Fox purchased the screen rights to the 1919 operetta Die Frau im Hermelin, which had served as the basis of the 1922 stage musical Lady in Ermine by Al Goodman, Harry Graham, and Cyrus Wood.

The operetta previously had been filmed twice, in 1927 as The Lady in Ermine, starring Corinne Griffith and Einar Hanson, and in 1930 as Bride of the Regiment with Vivienne Segal and Walter Pidgeon.

[4] When Ernst Lubitsch became involved, he initially wanted Jeanette MacDonald for the female lead, although Fox production chief Darryl F. Zanuck preferred Gene Tierney, opposite either Cornel Wilde or Rex Harrison.

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.

Bosley Crowther of The New York Times called the film "a bright and beguiling swatch of nonsense cut straight from the rich, gold-braided cloth of best-grade Graustarkian romance and done in a nimble, playful style."

"[7] Friedrich Hollaender and Leo Robin were nominated for the Academy Award for Best Original Song for "This Is the Moment," but lost to Jay Livingston and Ray Evans for "Buttons and Bows" from The Paleface.