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In 1889, A gypsy princess, Young Marie (Annabella), loses her aristocratic husband after his is killed in an accident. Nearly a half-century later, her granddaughter Maria (Annabella) falls in love with a Canadian horse trainer, Kerry Gilfallen (Henry Fonda), working to prepare entries for Epsom Downs Derby. Although she is engaged to marry a man in Spain, she falls in love with Kerry and he with her. Complications arise when the Spanish fiancé reappears.