Marlene Dietrich stars in this 1930s adventure drama directed by Josef von Sternberg. When she boards the express train from Peking to Shanghai, notorious adventuress and seductress Shanghai Lily (Dietrich) finds herself reunited with medical corps officer Captain Donald Harvey (Clive Brook), the man who deserted her but whom she has never stopped loving. Also on board the train is merchant Henry Chang (Warner Oland), who unsuccessfully propositions Lily. However, it transpires that Chang is really a rebel leader, and when his men storm the train, he threatens to have Donald tortured unless Lily accepts his advances