In the carnival in Spain in the beginning of the Twentieth Century, the exiled republican Antonio Galvan comes from Paris masquerade to enjoy the party and visit his friend Capt. Don Pasqual 'Pasqualito' Costelar. However, he flirts with the mysterious Concha Perez and they schedule to meet each other later. When Antonio meets Pasqualito, his old friend discloses his frustrated relationship with the promiscuous Concha and her greedy mother and how his life was ruined by his obsession for the beautiful demimondaine. Pasqualito makes Antonio promise that he would not see Concha. However, when Antonio meets Concha, she seduces him and the long friendship between Antonio and Pasqualito is disrupted
Marlene Dietrich
as Concha Perez
Lionel Atwill
as Capt. Don Pasqual 'Pasqualito' Costelar
Edward Everett Horton
as Gov. Don Paquito 'Paquitito'
Alison Skipworth
as Senora Perez
Cesar Romero
as Antonio Galvan
Don Alvarado
as Morenito
Tempe Pigott
as Tuerta (as Tempe Piggott)
Francisco Moreno
as Alphonso (as Paco Moreno)
Max Barwyn
as Pablo (uncredited)
John George
as Street Beggar (uncredited)
Eumenio Blanco
as Minor Role (uncredited)
Eddie Borden
as Reveler with Balloon (uncredited)