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In 1861, Countess Angelina, who is presently ruling Bergamo in Southeastern Europe, marries Mario, a simple baron whom she has known since childhood. On their wedding night, the Bergamo castle, which holds a strategically important position on the road to Rome, is about to be taken over by Hungarian hussars, led by an imperious colonel. Mario, a somewhat cowardly scamp, leaves to join his regiment before the assault. At midnight, all the portrait subjects in the ancestral gallery come to life and step out of their frames, then ask one of their fellow subjects, Francesca, Angelina's great, great, great, great grandmother, to save the castle as she did three hundred years before. As she watches the colonel through a spyglass from the castle tower, Francesca becomes attracted to his wildness. That night, she smiles at him from inside the painting, and he is puzzled by her attire--an ermine coat and no shoes. The next day, Angelina, who resembles Francesca, welcomes the colonel with cold courtesy. Upon learning that her bridegroom has left, the colonel mocks his bravery and tries to flirt, but when he realizes that she respects marriage and is genuinely fearful for Mario's safety, he congratulates her on the marriage. Seeing that the colonel is lovesick, Luigi, the servant, relates Francesca's story: More than three hundred years earlier, the castle is surrounded by an enemy duke, a brutal tyrant. The duke plans to destroy the castle except for the countess' dog, whom he has come to love, so Alberto, the ineffectual count, offers his sword and then himself as a court jester. When that fails, Francesca, barefoot and in ermine, comes to the duke's tent with her dog. As Alberto sadly watches from the tower, the duke happily takes the dog into the tent, then, after Francesca follows, has his underling take the dog out. Later, the spent duke emerges from the tent's curtain and announces that the siege is over. Francesca leaves, and inside the tent, the duke falls onto the bed dead, a dagger sticking in his back. Back in the castle, Luigi tells the colonel that, according to rumor, she killed the duke because she was afraid of herself, as she, too, was falling in love. Disheartened, the colonel replies that at least the duke was not ignored. That night, as Angelina, bothered by the colonel, cannot sleep, Mario sneaks into her bedroom disguised as a gypsy. He runs off, however, when soldiers investigate his yelling from the room, and the colonel finds a gypsy earring in the rose bushes beneath her balcony. The next day, Mario, still in his gypsy costume, is captured, and the colonel, impressed by his musical ability, pays him to be his "personal gypsy." He soon realizes that Mario is Angelina's husband and offers to let him go if she will dine with him that night at nine, and even offers to provide a sharp knife she can use to kill him. Angelina does not come that evening, but Francesca later visits the colonel while he is sleeping, causing him to have a dream: As the clock goes back to nine, a carefree Angelina joins him and commands him to kiss her. As she embraces him, she removes a knife from a roasted pig and throws it at the clock's pendulum, stopping time. They acknowledge their love for each other, and dance and sing beautifully together. Then, as the portraits look on approvingly, she carries him up the stairs and they fly up and crash through the roof. The next day, the colonel awakens joyously, but realizes he has been dreaming when he sees the knife still in the pig and the clock ticking. Just then, Angelina arrives and declares that she tried unsuccessfully to reach Mario's general to plead for his life. After the colonel sets Mario free, he tells her about the dream. She is deeply touched when he states that, in the dream, she was magnificent and inspiring, "like no other woman," and before riding off with his men, he confesses he will always love her. She cries as she watches him from the balcony, and when Mario enters, sobs harder. She then assures her husband that she did nothing with the colonel and that she still believes in marriage. Sometime later, in another campaign, the colonel, whose motto used to be "another war, another love," is still disconsolate over Angelina. As the unhappy colonel sleeps, Angelina arrives, covers him and falls asleep in a nearby chair. He then dreams about the night in the castle, but awakens with a start when, in the dream, the knife pops out of the clock into her hand as they embrace, and she stabs him. When he awakens and sees Angelina, he washes his face with snow to make sure that she is really there. She then wakes up and tells him that the jealous Mario walked out on her. After kissing the colonel and proposing, Angelina reveals that she brought a priest with her, and he agrees to marry her. That night at midnight, the ancestors from the portraits dance and sing.