Lily Upjohn leaves the London slums after her father dies and becomes a chorus girl at the Pandora Theatre. When a scene painter drops some paint from a scaffold, Lily's screams prompt the show's composer to create a hit song entitled "Mind the Paint Girl," which warns men about made-up actresses. After Lily becomes an overnight sensation singing the song, she is courted by Nicholas Jeyes, a young officer who gives up his commission so he can remain near her, and by Lord Francombe. Jeyes' increasing jealousy causes Lily to become distant, which further intensifies his degeneration. After Jeyes bursts into Lily's birthday celebration and discovers her embracing Francombe, who has just proposed, Jeyes' anguished tale of his ruin due to being dangled by Lily, moves her to promise him marriage, but at the end, Jeyes and Francombe become friends and neither marries Lily.