After her father dies, Lily moves to the city to live with her strict aunt. During the day Lily works in her aunt's bookstore, and at night she sneaks across the street to model for Richard, a sculptor with whom she falls in love. A patron of Richard's, Baron von Merzbach, develops an interest in Lily that may not be with the best of intentions.

• Paramount Pictures
• Marlene Dietrich
• Brian Aherne
• Lionel Atwill
• Alison Skipworth
• Hardie Albright
• Helen Freeman
• Max Barwyn
• Adrienne D'Ambricourt