Don Quixote sets out on a journey with his squire Sancho Panza to find his dream girl, Dulcinea. In a market place in Barcelona where he notices Kitri, he believes she is Dulcinea. Meanwhile, Kitri wants to marry her longtime love Basil, but her father Lorenzo would have his daughter marry a rich nobleman Gamache. The whole town is now in upheaval over Kitri's marriage!