|Marlene Dietrich||Shanghai Lily|
|Clive Brook||Capt. `Doc' Harvey|
|Anna May Wong||Hui Fei|
|Warner Oland||Mr. Henry Chang|
|Eugene Pallette||Sam Salt|
|Lawrence Grant||Rev. Mr. Carmichael|
|Louise Closser Hale||Mrs. Haggerty|
In Peking, China, during a civil war, British Capt. Donald Harvey meets his old flame Magdalen and learns with dismay that she has become a prostitute known as Shanghai Lily. Both are traveling to Shanghai via train, and while they grow reacquainted, they remain unaware that they are traveling with spy and rebel army leader Henry Chang . On Chang's orders, his forces attack the train, terrorize the passengers and hold Donald hostage.