Francesco is a poor Italian boy who has no shoes. One day, while gazing in the window of a shoe shop, he sees a beautiful young girl smiling back at him. This is Francesca and he cannot forget her. Winter comes and with it the Grand Carnival in Milan. Francesco dresses as a brigand with hand-me-down shoes that are too big for him. But in a bid to impress Francesca, he swaps costumes with a red velvet prince with matching leather shoes. Mayhem follows and it seems Francesco will miss the Carnival fun altogether. Will he also lose his beloved Francesca?