In a fairytale kingdom, a princess and a pauper are born at the same time. The princess, Anneliese, desires most to be free from her aristocratic obligations, even more so when her mother, the widowed Queen Genevieve, tells her that, because their kingdom’s treasury is almost gone, she has to marry the rich king of a neighboring kingdom. The Pauper, Erika, desires to be free as well, but her obligations are different, because of her parent’s debt, she lives in indentured servitude at Madam Carp’s Dress Emporium and dreams of a life as a singer.
Queen Genevieve’s royal advisor Preminger has plans of his own. For years he has secretly been having his henchmen Nick and Nack steal from the royal gold mines. Preminger plans to use his ill-gotten wealth to convince the queen to give him Anneliese’s hand in marriage, and is quite unhappy to learn Queen ha already promised Anneliese to King Dominick of Dulcimia, Angry at his plan’s being thwarted Preminger has Nick and Nack abduct Anneliese. Preminger can then “rescue” her. He hopes that this, in addition to his now wealthy status will convince the queen to allow him to marry the princess.
Anneliese, however, has fallen in love with her Julian, her tutor. He is also in love with her. But neither are aware of how the other feels. Julian decides to take Anneliese into a nearby town to improve her unhappy mood. To both the princess and the pauper, they run across each other and realize that they are practically identical. The only way they are different is the color of their hair and the birthmark the Anneliese bears on her right shoulder, that of a crown. The girls become fast friends. Their cats, Serafina and Wolfie, do as well..
That night, Anneliese is abducted and a forged not is put on her desk claiming she “ran away” to prevent her from having to marry King Dominick. Julian thinks she was actually kidnapped by Preminger. He goes and requests Erika to take Anneliese’s place while he searches for the kidnapped princess. Wanting to help her new friends Erika quickly consents to the brief impersonation, Preminger is shocked when she shows up to greet the arriving King Dominick as the princess. Dominick and Erika quickly fall in love, although Erika is afraid that if he finds out she isn’t the real princess, she’ll be cast into the dungeons.
Anneliese gets herself free from her kidnappers, Nick and Nack. But when she gets to the palace, she’s turned away, as the guard she comes across is convinced she is in the palace with the Queen entertaining King Dominick. She then comes across Madame Carp, who takes her back to the Dress Emporium and puts her under lock and key. Preminger, suspecting Erika is impersonating the princess, checks with his henchmen and finds out Anneliese got out of the cabin she was being held in and fled. He discovers Julian has been following him, and has him locked away in the gold mine. Preminger then discovers that the real princess is being kept at the Dress Emporium. He takes her from there and locks her up with Julian.
Preminger goes back to the Castle and reveals that Erika has been impersonating Anneliese and tells the Queen that she conspired with Julian to kill her daughter, and take the princess’s place. With no way to demonstrate she is in fact trying to help the princess, Erika finds herself imprisoned in the castle’s dungeons.
Preminger goes on the convince Queen Genevieve that the Anneliese dead and the only way to rescue the kingdom from ruin is to marry him. Seeing no other choice, the Queen is compelled to agree. Erika finds a way out of her cell and comes across King Dominick. The king confessed to her that he thinks Preminger lying. Back in the mines, the imprisoned Anneliese and Julian admit their feelings for each other. Emboldened by their love, they try to find a way to get free.
The two find a way to escape and Anneliese reaches the palace just as Preminger and the Queen are getting married. She exposes his lies and he tries to escape. His horse, however, throws him off and lands in the middle of the wedding banquet. He is immediately taken away by the palace guards. Anneliese tell her mother that cannot marry King Dominick, because she loves Julian, but she has found a way to save the kingdom anyway. She shows her mother that she has discovered the mine is in fact filled with rocks filled with precious amethysts gourds that the miners have ignored in their single-minded search for gold. .
Dominick tells Erika that he loves her and wants to marry her, regardless of the fact she is a commoner Erika, her debt to Madam Carp now paid due to Anneliese’s discovery. She decides that she wants to pursue her dream first, and travels around the world as a singer. Erika soon realizes, however, that she misses her friends, and what she wants most is to be with them. Erika returns and soon Dominick and she marry in a double wedding with Princess Anneliese and Julian, accompanied by Wolfie and Serafina.
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