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After years of questioning why people fear him, Death (March) takes on human form so he can mingle among the mortals and find an answer. However, events soon spiral out of control as he falls in love with the beautiful young Grazia (Venable), the only woman unafraid of him. As he falls in love with her, her father, Duke Lambert (Standing), sees him for what he is and begs him to return to his duties. Death must decide whether or not to seek his own happiness, or sacrifice it so that Grazia may live.