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Among the terrified refugees jamming the roads out of Paris in 1940 are Kitty de Mornay, a rich American divorced from her French husband, and her companion Emmyline Emmy Quayle A German patrol orders their car back to Paris and,

Gracie and Laurie are lovers who together form a musical act Gracie sings and Laurie writes the songs, but when Laurie gets a taste of fame, he runs off after a glamorous actress

When the textile mill closes, putting her out of work, Gracie finds herself experiencing all of the amusements of Blackpool