Ellie Andrews has just tied the knot with society aviator King Westley when she is whisked away to her father’s yacht and out of King’s clutches. Ellie jumps ship and eventually winds up on a bus headed back to her husband. Reluctantly she must accept the help of out-of- work reporter Peter Warne. Actually, Warne doesn’t give her any choice: either she sticks with him until he gets her back to her husband, or he’ll blow the whistle on Ellie to her father. Either way, Peter gets what he wants… a really juicy newspaper story!
Ollie Dee and Stanley Dum try to borrow money from their employer, the toymaker, to pay off the mortgage on Mother Peep’s shoe and keep it and Little Bo Peep from the clutches of the evil Barnaby. When that fails, they trick Barnaby into marrying Stanley Dum instead of Bo Peep. Enraged, Barnaby unleashes the bogeymen from their caverns to destroy Toyland.
After years of questioning why people fear him, Death (March) takes on human form so he can mingle among the mortals and find an answer. However, events soon spiral out of control as he falls in love with the beautiful young Grazia (Venable), the only woman unafraid of him. As he falls in love with her, her father, Duke Lambert (Standing), sees him for what he is and begs him to return to his duties. Death must decide whether or not to seek his own happiness, or sacrifice it so that Grazia may live.
During the 18th century, German noblewoman Sophia Frederica, who would later become Catherine the Great, travels to Moscow to marry the dimwitted Grand Duke Peter, the heir to the Russian throne. Their arranged marriage proves to be loveless, and Catherine takes many lovers, including the handsome Count Alexei, and bears a son. When the unstable Peter eventually ascends to the throne, Catherine plots to oust him from power.