In a flash of lightning, Count Pietro Bagnelli sees a young woman standing outside his palazzo, a battered suitcase at her feet. This solitary count has turned his back on the world, but he can't turn his back on this bedraggled waif… Ruth has returned to Venice to uncover lost memories, yet finds comfort with this proudly damaged count. As Carnivale sweeps through the city, drama and passion ignite and secrets unravel…