Marlene Dietrich stars as a country girl who climbs the social ladder in this romantic drama directed by Rouben Mamoulian. Visiting her aunt in decadent Berlin, naive Lily (Dietrich) soon falls for the charms of sculptor Richard Waldow (Brian Aherne), who lives across the street. After convincing her to model nude for him, the pair become lovers. Soon, however, Lily's ambitions lead her into the arms of the wealthy Baron von Merzbach (Lionel Atwill), who introduces her to the delights of the high life, before Lily branches out on her own, installing herself as a cabaret singer at a local club. As her life threatens to take a downward spiral, and realising the mistakes she's made, Lily runs into Richard by chance, and the pair finally reconcile their differences.