A time traveling Commedia troupe materializes in an old ballroom, hangs up their backdrop and gets ready to put on another play. In a rose colored boudoir, the Lady of Venice dons her luxurious masquerade costume, with the tender assistance of her Cavaliere Servente. She bids adieu to her pouting, dejected lover, and goes out into the streets of Carnevale. First she encounters an intriguing but perfidious man of mystery. Then the Cavaliere Servente dons a masquerade costume and goes out to Carnevale. Back in the streets, a mischievous Pulcinella tricks another Pulcinella’s 20 foot tape worm into climbing out of his nose. When two more pilfering Pulcinellas arrive they hoodwink the Lady of Venice out of her dress. Finally the Lady meets two rivals, the pugnacious Captaino and the perky Harlequin, who cavort with her, vying for her affection. A duel ensues, but the Lady rejects the victor. When she unmasks the lover she has chosen, she is delightfully surprised, as the tale comes back full circle to where it began.