Synopsis
France in 1814. Napoleon Bonaparte is to be exiled to Elba and bids farewell to his Old Guard. He singles out Armand de Treville, who looks forward to the day Napoleon will return from Elba [March of the Old Guard].
Some time later, Armand is in prison alongside other Bonapartists, awaiting execution. He entertains his fellow prisoners by drawing a caricature of Louis XVIII [Louie]. When he is placed before the fighting squad, which is commanded by Lucien DeGrignon, Armand’s last request is to give the order for his own execution. He gives a sequence of orders to the soldiers, ending with ‘about face,’ which gives him the opportunity to escape over a wall.

Armand steals a horse and is pursued by soldiers. Reaching a village, he climbs into the upper story window of an inn, entering a room occupied by a young woman, Léonie de Beaufort. Armand’s face is hidden in shadow. Léonie is frightened but, when they hear soldiers searching the inn, she let’s Armand hide in a side room. Armand tells Leonie she is the most beautiful girl he has ever seen. But, when a soldier tells her he is searching for a Bonapartist, she betrays Armand.

The soldier enters the side room, there is the sound of fighting, and Armand emerges, wearing a uniform. He rides away with the troops and Léonie finds the soldier lying stunned in the side room. Armand soon separates from the other soldiers.
In the south of France, Countess Louise lives alone in a great chateau [Why Waste Your Charms?]. Armand, an old friend of Louise, arrives and asks for shelter. Louise is a Royalist, but she loves Armand; he loves her also, but only as a sister.They agree agreedthat Armand will pretend to be a servant.
Later, Léonie arrives as a guest at her cousin’s chateau; she does not recognize Armand because she never saw his face. Taking luggage to Léonie’s room, Armand hears Léonie telling Louise about the incident at the inn. He learns that she is so vehemently anti-Bonaparte because her father was guillotined and his lands confiscated by Napoleon.
Gaston, the butler, takes a liking to Armand and tells him that Louise’s maid is in love with him [Madame Pompadour]. A fellow Bonapartist tells Armand that Napoleon will soon return to France and he should hold himself ready.
Armand continues with his servant’s duties [Charming] and Léonie finds herself attracted to him. A letter arrives from DeGrignon, who is coming to court Léonie. Léonie asks Louise if it is ever permissible to love someone not of your station, not realising she is touching on Louise’s love for Armand [If He Cared; Charming]. Armand flirts with Léonie, who tries to admonish him, but without success.
Léonie is shocked to receive a love letter from the Bonapartist Armand de Treville. She concludes that he must be hiding nearby and asks Louise for a pistol, to use if he ever comes near her.
Armand tricks the groom into letting him escort Léonie on her morning ride. They stop to rest in the forest and Armand confesses his love [Shepherd Serenade]. They kiss, but Léonie immediately regrets it, preventing Armand from revealing his true identity. But Armand now knows she loves him.

DeGrignon arrives to propose marriage to Léonie, and is surprised when Louise tells him how her cousin concealed her “maidenly trepidation” when she received his letter.
When Léonie returns and sees DeGrignon, she runs to her room. DeGrignon questions Armand in his guise as a servant, then returns to his headquarters, where he checks the description of the escaped prisoner, confirming that ‘Charles’ is really Armand. He takes men to arrest Armand.
Meanwhile, Armand receives news that Napoleon has landed in France and tells Louise he is leaving to join the Emperor’s army. Léonie will not let him into her room, so he tells her through the door that he is leaving, but also that he loves her. Léonie listens in tears. Louise tells Armand not to despair. As he prepares to leave, Armand hears Léonie singing [If He Cared] and climbs to her window, as he did at the inn [Shepherd Serenade]. They kiss and Léonie says she loves him no matter who he is. Before Armand can reveal his identity, DeGrignon and his troops arrive. Armand hides in her room and DeGrignon tells her that Charles is really Armand DeTreville. This time she does not betray him, but afterwards she orders him to go.
Armand is spotted and he and DeGrignon duel. Armand wins and escapes. Léonie tells Louise she hates him.
Armand meets up with the Bonapartist troops [March of the Old Guard]. They gather at Grenoble to greet Napoleon [Love Ballet]. Louise comes to Armand and tells him that Léonie has left for Paris with DeGrignon and begs him to stop her ruining her life.
Armand deserts and finds DeGrignon drinking with the innkeeper at the inn where he first met Léonie. He goes to her room, this time up the stairs. She tries to scream so he gags her and carries her out of the inn. When they finally stop, Léonie sleeps in Armand’s arms [Shepherd Serenade]. When she awakens, they kiss.
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