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Set in China in the 1930s, the film is about the relationship between three characters. Ing'er (Rene Liu), the daughter of a theatre-owner, welcomes the return of Shao-dung (Lei Huang), her fiancée and a fine cellist from America. Shao-dung soon finds himself captivated by the opera "Fleeing By Night" and its actor, Lin Chung (Chao-te Yin). While Shao-dung attempts to blend eastern and western music, Ing'er becomes torn between her affection for both men, and a growing intimacy between them.