Francesco is a poor little Italian boy who has no shoes. One day, while gazing into to the window of the smartest shoe shop in town, 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 red leather shoes.

Mayhem follows and it seems Francesco will miss the Carnival fun altogether. Will he also lose his beloved Francesca?