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| Marlene Dietrich | |
| Brian Aherne | |
| Lionel Atwill | |
| Alison Skipworth | |
| Hardie Albright | |
| Helen Freeman | |
| Morgan Wallace | |
| Wilson Benge | |
| Hans Schumm | |
| Richard Bennett | |
| James Marcus |
After the death of her father, Lily travels to Berlin to stay with her Aunt, Frau Rasmussen . Lily becomes acquainted with sculptor Richard Waldow while working in her aunt's bookstore, and he asks her to be his model. Despite her initial reluctance, she decides to pose nude for him. They soon fall in love, but Richard's fear of commitment stands in the way of a relationship. He decides to set her up with a baron, with unexpected consequences.
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