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In Venice in 1900, the romance between aspiring composer Caryl Dubrok and wealthy Fenella MacLean is abruptly ended by her parents when they mistakenly conclude that Caryl shares a room with young widow Gemma Smith and her baby Piccolo. After Fenella's parents rush her off to the Dolomites, a distraught Caryl learns that Gemma actually lives with his brother Sebastian, who took in the young mother and the baby. When Sebastian learns about the misunderstanding, he insists that they go after Fenella and explain the facts. At first, Sebastian plans to leave Gemma and Piccolo behind, but when she suggests that she may accept a marriage proposal from a neighboring baker, Sebastian agrees to include her in the party. The four set off on foot, singing for money. Sebastian is also a composer, but is waiting for something or someone to inspire his efforts. One evening, when Sebastian and Gemma perform without Caryl, who has injured his foot, Sebastian is drawn to a beautiful woman, not knowing she is Fenella. Sending Gemma home, Sebastian remains behind to flirt with Fenella, and is inspired to compose a melody that he will use as the basis for a ballet. The following day, when Gemma goes to the hotel to collect their pay, she learns Fenella is staying there and explains the mixup. Fenella is so upset at learning that Sebastian is Caryl's brother that Gemma quickly arranges to leave with Sebastian. Gemma and Sebastian marry and move to London, where he continues to work on his ballet. The MacLeans also return to London, followed by Caryl, who takes a job as a music agent and becomes engaged to Fenella. After Sebastian finishes his composition, Fenella arranges for a performance. The music is well-received, and Fenella and Sebastian renew their relationship. One day, in the midst of rehearsals for the ballet, Piccolo becomes very ill, but Sebastian refuses to leave rehearsals to accompany Gemma to the hospital. Later, Fenella tells Sebastian that she has broken her engagement to Caryl and suggests that they take a brief vacation at her family's home in the country. While Fenella and Sebastian are in the country, Piccolo dies, and Gemma disappears. On his return to London, Sebastian realizes how much Gemma means to him, and rewrites the ballet in her honor. Gemma attends the first performance and is reconciled with Sebastian.