In 1865, the cadets of a Russian Naval Academy ship have shore leave in Morocco; among them is (fictionalized) future composer 'Nicky' Rimsky-Korsakov. In search of a piano, Nicky and singing ship's doctor Klin meet a family of once-wealthy Spanish colonists...and their daughter Cara who secretly dances in a cabaret. Romantic complications ensue, but Nicky seems less interested in Cara's favors than in inspirations for his future masterpieces.