London is being ravaged by the Blitz, but the performers at the Music Box Theatre refuse to shut down and never miss a performance. While performing at the club one night, singer Rosalind Bruce (Rita Hayworth) meets RAF pilot Paul Lundy (Lee Bowman), and, while Paul is smitten by Rosalind, she is less willing to get involved. Eventually she succumbs to his charms and the two fall in love, but the stress of loving a fighter pilot during the war may be too much for Rosalind to handle.