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When she is orphaned Lily Upjohn, from the London slums, becomes a chorus girl at the Pandora Theatre. During a performance a scene painter drops some paint near Lily and her screams prompt the show's composer to create a hit song "Mind the Paint Girl," which Lily makes an overnight sensation. She is courted by young officer Nicholas Jeyes and by Lord Francombe. Driving both men to near ruin she promises marriage to both but in the end choses neither.