Paul Gordon and Johnny are living in Venice and are running out of money. Johnny thinks Gordon has the look of the royal prince Playboy who is arriving in Venice at the same time as a rich heiress. Johnny thinks that all they have to do is dangle a title under the nose of an heiress and she'll fall for in love. Paul posing as the prince meets and genuinely falls in love with the heiress but he is not the only  imposter in Venice.