Mary Tudor falls in love with a new arrival to court, Charles Brandon. She convinces her brother King Henry VIII to make him his Captain of the Guard. Meanwhile, Henry is determined to marry her off to the aging King Louis XII of France as part of a peace agreement.

A man traveling home for Christmas gets stuck in a small town and finds romance with a woman operating the telegraph.

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.