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In 1865, when his ship docks off the coast of Morocco during a two-year world cruise, Russian Naval Captain Vladimir Gregovich chastises his crew for their unseemly behavior in previous ports and then grants them leave. Spying a piano in the courtyard of a villa, one of the sailors, aspiring young composer Lt. Nikolay Rimsky-Korsakov, joyfully begins to play his nearly completed opera. As the ship's physician, Dr. Klin, chimes in with the words, the villa's owner, the garrulous Madame Conchita de Talavera, appears and interrupts them. Immediately returning to the ship to complete his opera, Rimsky-Korsakov is scolded by the captain, who lectures him that chasing pretty girls is a more manly occupation than composing music. Sent back onshore by the captain, Rimsky-Korsakov proceeds to the Café Oriental, and decides to impress his shipmates by pretending to romance the café's glamorous, veiled dancer. Prince Mischetsky, Rimsky-Korsakov's whip-wielding, womanizing shipmate, vies for the dancer's attentions, but she prefers the composer. Once the prince leaves the café, Rimsky-Korsakov tries to dismiss the dancer, who then introduces herself as "Scheherazade" and beguiles him with her tales. After leaving Rimsky-Korsakov, the dancer removes her veil and heavy makeup, thus revealing herself to be Cara de Talavera, a member of the impoverished yet noble Talavera family, and the daughter of Madame de Talavera. The next day, Madame goes to the docks to invite the crew to a party that night. Mistaking the bare-chested captain for a lowly seaman, Madame insults him. Later, Cara, drawn by the sound of the piano, comes to the courtyard of the villa to investigate and finds Rimsky-Korsakov there. When he recognizes her as the dancer from the Café Oriental, Cara admits that her family has lost their fortune and so she dances to support her mother's lavish tastes. At the party that evening, Dr. Klin performs Rimsky-Korsakov's compositions while Cara dons a Spanish costume to dance to them. Later, Madame, who earns spending money by cheating at cards, challenges the prince to a game. The next day, Cara comes to the ship to ask the prince to forgive her mother's debt of 5,000 francs. When the captain warns her that the prince will insist upon collecting what he is owed, Cara dons the veil of Sheherazade, goes to the café and agrees to perform nightly in exchange for 5,000 francs. There, the prince spots Cara, and when she hands him the check for 5,000 francs, he tears it up. Overhearing their conversation, Rimsky-Korsakov suggests that the prince pay Cara's passage to Russia so that she can perform in the St. Petersburg ballet. Offended by the intrusion, the prince insults Rimsky-Korsakov and challenges him to a duel with whips. When Rimsky-Korsakov wins, Dr. Klin congratulates him on the power of love, but the composer denies that he is in love with Cara. Cara, who has fallen in love with Rimsky-Korsakov, admits her feelings to him, and after they embrace, he realizes that she has inspired his music. Scheduled to sail the next day, Rimsky-Korsakov decides to stay behind with Cara. As Cara tries to persuade him to return to sea, Dr. Klin appears with the news that Lorin, one of the seaman, has deserted to elope with the Talaveras' maid. Disguising Cara as Lorin, Rimsky-Korsakov sneaks her onboard the ship, intending to take her to St. Petersburg. Just before sailing, Madame comes to the docks, and still believing the captain to be a lowly seaman, tells him that Cara has been smuggled onboard. Assembling the crew, the captain demands to know who is responsible for bringing a girl onto his ship. When Rimsky-Korsakov admits his guilt, the captain threatens to destroy his musical manuscripts unless Cara steps forward. After Cara comes out of hiding and leaves the boat, the captain threatens to court martial the entire crew unless Rimsky-Korsakov promises to forsake his music. As the crew prepares to cast off, Cara comes to bid Rimsky-Korsakov farewell, and he departs, his music forever enriched by her inspiration. Some time later, Rimsky-Korsakov's opera, Scheherazade , is given its debut at the St. Petersburg opera house. As the crew assembles in the audience, the captain confronts Rimsky-Korsakov at the entrance to the hall and absolves him of his promise, and Rimksy-Korsakov then reveals that he has resigned his Naval commission. As the captain takes his seat next to Madame, Rimsky-Korsakov steps to the podium to conduct the orchestra and Cara appears on stage to dance the role of Scheherazade.