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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,

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

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