In post-war Austria, young, handsome country lad Konrad Ludwig (Michael York) charms his way into a butler position at the castle of the widowed (and destitute) Countess von Ornstein (Angela Lansbury). He is soon running the entire household--and all the bedrooms, as he starts affairs with the countess' son Helmuth (Anthony Higgins) and Anneliese Pleschke (Heidelinde Weis), the daughter of wealthy businessman Herr Pleschke (John Gill). From this, Konrad decides to get his twp lovers to marry each other and restore the countess' finances.