William Eythe is "Lt. Chernoff", an enthusiastic Russian officer determined to warn his Empress that she is in the gravest of danger. Arriving at her palace, he eventually manages to secure an audience but it turns out that Catherine the Great (Tallulah Bankhead) and her shrewd Chancellor "Ilyitch" (Charles Coburn) have already dealt with this potential treachery. The Empress, however, takes a bit of a shine to her gallant young soldier and soon he is soaring through the ranks - much to the chagrin of his fiancée "Anna" (Anne Baxter). As he rises, he begins to think he can make a difference…