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.
|Brian Aherne||Richard Waldow|
|Lionel Atwill||Baron von Merzbach|
|Alison Skipworth||Mme Rasmussen|
|Hardie Albright||Von Prell|
|Helen Freeman||Fräulein Von Schwertfeger|
|Max Barwyn||Matire D'|
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