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Sylvia (Barbara Castleton) is struggling along in a cheap boarding house. When she gets a job modeling for Madame Lillian's modiste shop, her life picks up. She meets the newly rich, socially ambitious Hicks -- husband Zebulon (Jack Drumier) and wife Octavia (Gertrude Berkeley). Out of the blue, the Hicks are visited by "Count de Boeuf" and "Princess Karalyn of Sylvania" -- actually a pair of con artists, Frank (Anthony Merlo) and Anna (Eloise Clement). Sylvia also meets the Hicks' grown son, Henry (Johnny Hines) when she is at a country club, posing as a Countess to model some of Madame's outfits. She is invited to the Hicks' place where she is surprised to find Anna being called "Princess." The cons wheedle a huge sum out of the family and steal Mrs. Hicks' jewels, but Sylvia thwarts them. However she's accused of the jewel theft until a representative a Sylvania appears and addresses her as Princess Karalyn. Frank and Anna take off, while Sylvia turns down a kingdom to marry Henry.