Janet Gaynor (Angela), Charles Farrell (Gino), Natalie Kingston (Lisetta), Henry Armetta (Masetto), Guido Trento (Neri, Sergeant of Police), Alberto Ragablialdi (a policeman)
Angela's mother needs medicine right away or she will die. Destitute, Angela awkwardly resorts to "soliciting" on the streets of Naples. Time is critical, and, since she is unsuccessful in her attempts to sell herself, she robs money from a customer at a lunch counter. Caught in the act, she is sentenced to a year in prison. Angela escapes as they are marching her and other "criminals" through the streets that night and runs back to her mother who is already dead. As the police come for her, she escapes over the rooftops and gains refuge with a traveling circus troupe who are in the process of leaving Naples after a run-in with the police themselves.
Time passes, and Angela becomes a performer with the circus doing a balancing act on a small platform supported by two milk bottles while she stands on stilts. Out in the country, they encounter a poor painter, Gino, who joins the troupe. Although their relationship is very cool at first (Angela vows never to fall in love and tells Gino she hates men), the attraction grows.
After much pleading, Gino finally convinces Angela to let him paint her, and, once it is completed, she is in awe of the beauty of the painting with its Madonna-like quality.
One day as Angela is performing her stunt, she sees two police officers standing with Gino and watching her. Startled, she falls and breaks her ankle. Reluctantly, she lets Gino take her back to Naples to see a doctor.
Angela continues to keep her past a secret from Gino. The couple find an apartment which allows them to live "properly" with Angela's room reached by going outside and up a flight of stairs.
With no other recourse for funds, he sells the painting of Angela to a man who, unknown to Gino, intends, with alterations, to pass it off as one of the Old Masters, a painting of a Madonna complete with halo. However, before Gino can get back home, most of it has been doled out to creditors who quickly learned that he had some money. Angela chides him for this and for forgetting to stop by the market and buy food with some of the money. She takes the remaining funds and goes to the market herself. There, one of the policemen who arrested her before sees her but can't recall where he has seen her before. However, he does follow her back to the apartment to learn where she lives.
One evening later, Gino comes home with two baskets of food and lots of money. He has been commissioned to paint the mural for the Teatro San Carlo. Now that he has a job, he asks Angela to marry him. They both are ecstatic as they talk about their future together. Suddenly, a knock comes on the door. Angela answers it and sees the policeman standing there. She quickly shuts the door behind her to keep Gino from finding out and talks the policeman into letting her spend one last hour with Gino before being arrested. He agrees, and Angela spends the next hour, eyes filled with tears, trying to celebrate with Gino. She eventually sends him to bed and leaves with the policeman.
The next morning, Gino cannot find Angela. He searches the city, but to no avail. As the weeks go by, he becomes more depressed and eventually loses his job painting the mural.
In the meantime, a local prostitute, Lisette, who lived in the same building as Angela and Gino is also sent to prison. There she encounters Angela.
They are both paroled on the same day. Angela goes back to the apartment to find Gino, but learns that he does not live there anymore. She also finds ot that he was fired from his job painting the mural. Lisette goes to a local bar and finds Gino there, still living in a state of depression over Angela. She tells him that Angela has been in prison for the past year charged with robbery while soliciting on the streets. Overcome with grief, Gino vows never to paint a woman again as he painted Angela. From now on, he says, he will paint women as they really are. "I shall find a woman with the face of an angel and a soul as black as hell!" Lisette tells him he will find many such women down at the wharves.
Gino goes to the wharves. It's nighttime, and the docks are shrouded in fog Each woman he encounters, he looks into her face to see if it fits the vision he has in his mind. Finally, he lights a match to see the face of a woman huddled against a wallon the wharf. It is Angela. When Angela sees the angry look on his face, she runs into a church. He follows her and, just as he begins to choke her, he looks at the painting on the wall. It is the Madonna that has been made from his painting. He backs away still looking at the painting, and then looks at Angela. "To think that I painted you like that," he sneers. "But I am like that, still. You must believe me, Gino. Look into my eyes," she pleads. With that, he realizes she is the same girl he fell in love with and takes her in his arms.
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