A person's life is destined to be shorter than that of a city. Having spent her whole life in Shanghai, Qiyao has her moments of prosperity and her fair share of loneliness. She finally fades and disappears but Shanghai remains a metropolitan city. Shanghai in the 1930s is glamorous and seductive.

Phillip (Aaron Kwok) is a dance instructor who holds a class devoted to the latest dance craze, Para Para. While in Shanghai, he meets Yee (Cecilia Cheung), a spoiled rich girl who is running away from her impending arranged marriage. Soon, Yee begins using Phillip's dance studio as a sanctuary from her responsibilities, and an attraction begins to form between the two. However, Yee is called back to Japan to be married before long, and Phillip must use more than his dance skills and charisma to prevent her from taking her vows.