Based on James Hilton’s novel adapted by Frances Marion, an Englishman sentenced to Siberia and a Russian countess are thrown together during the Bolshevik revolution and try to escape from the brutal war between the Communist government and the White counter-revolutionaries.
At the Ascot racetrack in 1913 Countess Alexandra Vladinoff (Marlene Dietrich) is betting on her father’s horse. A. J. Fothergill (Robert Donat) is betting on the King’s horse.
Fothergill has worked in Russia for five years and knows the language. He is going to back to Russia to translate English novels.
Alexandra with flowers waves goodbye from a train.
In a palace Alexandra and other aristocratic women are presented. She is congratulated because she is marrying Colonel Adraxine (Austin Trevor).
At work Fothergill gets a message from the police and reports that he wrote an article on the government. His permit to stay in Russia is cancelled, and he is given 48 hours to leave. At a restaurant an elderly gentleman suggests he work for the British Secret Service.
At a British import company the gentleman introduces Fothergill to the manager. He is told that someone with his passport will leave Russia, and he is given the name Peter Ouronov. They want him to join the revolutionary movement.
At a bookstore Alexis Maronin (David Tree) comes in and tells Peter that twenty students were arrested. Alexis is frustrated and wants to do something. General Gregor Vladinoff (Herbert Lomas) is leaving, and security is worried about him. He meets his daughter Alexandra where she is trying on a beautiful dress. He says it is too risky for her to travel in his carriage.
At a tavern Alexis meets with four people making plans. On the bridge Alexis throws a bomb at a carriage. Alexandra asks if her father is all right, and he tells her to get it in the next carriage.
Alexis comes into Peter’s room and says he was shot. Peter tries to help him, but he dies. As he is leaving, Peter is arrested.
Peter and other prisoners are put on a train to Siberia. On the train is Alexandra with her husband. He gets a message that the army is mobilizing for war, making him happy.
From her window Alexandra watches soldiers march away. At a train station officers call the names of prisoners. Peter buys some tobacco and is given another share by Axelstein (Basil Gill). They see how far east and north they are going on a map. An officer tells them that Russia is at war with Germany, France, England, and other countries.
In a snowed-in cabin Peter with a beard says it has been night for six months, and he complains everything must be dead. Axelstein says it is 1916, and he predicts a revolution.
On the Vladinoff estate servants read in a newspaper about the revolution. The prisoners in Siberia are freed by the revolution. Axelstein gets off a boat and is offered the chairmanship of the soviets in their town. Peter is asked if he has papers, but Axelstein takes him with him. People carry the two of them on their shoulders in a parade. Axelstein makes Peter his assistant.
Alexandra wakes up in her bed and buzzes for a servant, but no one comes. She gets up and calls to her maids. She cannot find anyone and goes outside. She finds one servant washing in the river, but she runs away. An army marches toward her, and she stands before them. Two old women grab her, and soldiers ransack the house. Alexandra is in a guarded room. Axelstein and Peter arrive. Axelstein tells the officer to stop destroying things, and they argue. Axelstein tells Peter to take her on a train to Petrograd. He goes into the room and tells her to stand up. She says she wants to be shot. Peter says he is taking her to Petrograd. He tells her to dress in a less conspicuous way.
That night Peter and Alexandra get in a carriage and leave. He puts his coat over her because of the cold. In the morning he wakes her, and they go in a building at the station. Peter finds the station-master who says the train to Petrograd will be on time. No one else is there. Peter orders the soldiers who brought them to go back, and they leave.
Peter and Alexandra put wood in the stove, and he says she has nothing to fear from him. She asks if he is afraid she will escape, but he asks where she could go. She asks his name. They hear the station-master telling people to get on the train. Peter sees no train and no people and realizes the man is insane. Peter tells her they will have a long wait. He suggests she sleep, and she lays down. He says he will stay awake. She says she was trying to pray. He says he reads Keats, Browning, and Shelley. She asks him to recite some poetry, and he does. She says the English are optimistic, and she recites a pessimistic Russian poem. He sees someone coming and hands her a pistol. The two soldiers have returned and come in. Peter fights with one, and Alexandra shoots the other. Then the other man jumps out the window. Peter says she saved his life and hers. He says there are no trains. Suddenly many people arrive. Peter asks where they are going. A man tells him they are going to the forest because the White Army is coming. Peter and Alexandra begin walking in the opposite direction.
They hear soldiers singing at night. He instructs her to tell them who she is and that she escaped from the Reds. She gives him his coat back and says goodbye.
In the morning Alexandra is taken to an officer in a building. She steps forward and asks to see the commanding officer. The officer orders her to answer his question. She sees a general who recognizes her and takes her with him. He orders a room and a bath for her. He asks her to preside at their dinner. She takes a soapy bath, and dresses are brought for her.
In a beautiful gown Alexandra comes downstairs to the banquet. Men are singing, and she drinks with the general and others. She says she will leave Russia, but they expect to be in Petrograd in a month. Outside soldiers with a machine gun are shooting prisoners.
Peter finds dead soldiers and takes some clothes. He tries to blend in with the White Army as they move through a forest.
In her room Alexandra hears shots and cannons. She goes downstairs as men scramble. In the morning the red flag is raised, and the comrades walk on the white flag. Now Red soldiers are shooting White prisoners. Prisoners are brought before an officer who decides who is to be shot. Peter walks in a crowded street. He sees that Alexandra is a prisoner, and she sees him.
Inside Peter is urged to have a drink. A soldier says White and Red soldiers are not different. He offers to give Peter a job. Peter asks about prisons and takes the written order. An officer summons the Countess. Peter is walking with her in a uniform, and they share a cigarette. They walk as if they are drunk. The officer learns that she was released, and he orders a hundred men to search for her.
Soldiers comb through the forest. Alexandra asks Peter if they can rest there. She says it is her forest, and he says they cannot rest there. They hear whistles and move on. A soldier hears them and signals with his whistle. They hide in the bushes as the soldiers cross a stream. They embrace. He covers her with leaves and tells her to keep still. He pretends that he is looking too and shares some alcohol with a soldier. They move on, and the soldier say he is all right. Alexandra puts her head up, and Peter whispers to her. She replies, stands up, and runs to him. They hug, and he kisses her.
In the morning they are laying in the forest, and she asks when he fell in love with her. He said it was when he first saw her. They embrace and hear the cannons. He says the fighting means the search is over.
Alexandra is bathing in a stream, and Peter brings clothes for her. They dress to look like refugees. He says he bargained for the clothes and shows her the food he got. She notices his watch is gone. He says they must go into the plain.
In a camp Peter asks how far it is to the station. The soldier says thousands wait at every station. People gather by the tracks and block the train so it will stop. In the rush Peter and Alexandra manage to get into a boxcar. Others sit on top of the train as it moves again. They lay in straw in the car.
The train pulls into a station at night, and they get off. Soldiers ask to see the hands of each person and separate the workers. They are sent inside where officers question people. A man is condemned to be shot. Peter says the woman is his sister. A Commissar (Laurence Baskcomb) sees her hands and says she never worked. Peter says his sister needs nursing because of typhoid. He says he had it too. He plans to report to serve in the army. An officer thinks she is the Countess, but the Commissar says they must have proof. He goes to get a gardener from her estate. Outside Red soldiers are killing the Whites. He comes back with the gardener who says he never saw her before. The Commissar goes with Peter and Alexandra on the train and gets blankets for them. He sleeps on the upper bunk. They turn out the light and say goodnight. The Commissar sees Peter kiss her hand.
In the morning they find the Commissar is gone. He comes back in with a mug of tea for them. He suggests they invent a better story and says the gardener lied too. The Commissar admits he lied too about her resemblance to the photograph. He says he saved her life because he liked her. She suggests they be great friends. He offers them stale bread and cheese. They share their food, which is much better, and the brandy. The Commissar gets drunk and wonders what will happen. He suggests they take a chance when it comes. She says they were lucky to have met him. They both think they may die tomorrow, and he asks her to remember him. He kisses her hand and cries. He apologizes and says he is not used to brandy.
The train stops at a station, and the three walk on the track. The Commissar shows them a road that goes to the river where they could take a barge. He leaves to get his orders stamped. Peter says he pities him. She suggests they could escape now. He says the boy may suffer for it. They hear a shot and see that the Commissar has killed himself. They go on the train to the other side of the tracks and decide to escape down that road. The train departs.
Peter helps her get to a barge by carrying her. They put her on a bed. She is delirious and says it is the train. The barge goes down the river. Peter tells her they are approaching Astrakhan, and he will get her a doctor.
In a Russian border town an officer asks Peter for his papers. The officer conducts a medical inspection of the barge, and a doctor examines Alexandra. She is taken in a hospital wagon.
Peter is working in a prison camp, and an officer calls names. Ouronov is called, and Peter gets up wearily. The men are being shot, and Peter is in the next group. On the railroad track Peter kneels down and then slugs the officer. Other prisoners respond and get guns. Peter runs and hides in the train. Then he goes into the hospital. He says he has a headache and collapses. An officer goes in to search, but he is told it is a Red Cross hospital. A doctor treats Peter’s arm. The doctor has a nurse read the names of those on the train. Peter hears Alexander’s name and runs out. He jumps on the train, and she answers his call.
This romantic drama portrays the chaos during the war that followed the Communist revolution of 1917 in which Czarist loyalists tried to fight the new Soviet Union. Many are killed over these political differences, and a lonely man enraptured by a beautiful woman sacrifices himself so that she may be saved.