故事发生在一列行驶在中国大地的火车上，背景是中国内战时期。黛德丽扮演“上海莉莉”，从事茶花女式的职业。她在列车上跟旧情人邂逅，由此引发出一些故事。对于这位她一直念念不忘的英国军官，她百般示好挑逗，他却妒恨交加，不肯重拾旧爱。在半途被军阀拦检时，他为了阻止军阀对她动手动脚，出手打人；她则为了救他，同意委身军阀。往上海的路上，对生命跟爱情，都是一场严酷的考验。

Love, lust, possession, money, social standing, and addiction. Elsa Carlyle is impulsive and a gambler; though loved by her husband Jeff, she's spoiled and selfish, concerned with social standing. Meanwhile, Jeff wants to keep a lid on spending while he completes business deals that could make them rich. One night, on a hunch, she bets and loses big at a casino, then she doubles her problems with more impulsive decisions. Hardy Livingston, a wealthy Casanova just back from the Orient, makes a play for her. Elsa dallies with Hardy, but soon, his insistence and her dire financial affairs seem destined to lead to adultery. Who's the cheat?