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.
Marlene Dietrich
as Lily Czepanek
Brian Aherne
as Richard Waldow
Lionel Atwill
as Baron von Merzbach
Alison Skipworth
as Mme Rasmussen
Hardie Albright
as Von Prell
Helen Freeman
as Fräulein Von Schwertfeger
Max Barwyn
as Matire D'
Adrienne D'Ambricourt
as French Teacher
