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Lilli, a wistful, lovely flower girl, works at a popular Budapest cabaret and admires the cabaret's popular, racy singer, Fritzi Yajos. Fritzi is overflowing with joie de vivre , and her numerous romances have made her both scandalous and wealthy. Despite the admonitions of Otto, Lilli's admirer and a member of Fritzi's band, Lilli aspires to be just like her heroine. Her opportunity comes when Fritzi's antics spark a huge brawl in the cabaret, and the local prefect of police demands that she take a six-month "vacation" in the quiet country village of Zuppa. Fritzi, determined to stay in the big city with one of her new male friends, convinces Lilli to take her place. Lilli is overjoyed at being able to impersonate Fritzi and wear her fine clothes, and goes to Zuppa, where she is to report to the local magistrate, Count Mirko Tibor. Mirko has been warned about Fritzi's reputation, and the womanizing count is looking forward to making her his latest conquest. He is pleased by Lilli's beauty when he sees her from a distance and, when they first meet, delights in letting her think that he works for the count. Lilli goes to his house for dinner and there learns the truth. Despite her fury at Mirko's deception, she is nonetheless charmed by his good looks and seductive behavior. While Otto gets drunk with Mirko's assistant, Janos, Lilli staves off Mirko's increasingly aggressive advances. Lilli bitterly realizes that Mirko is only interested in her because of Fritzi's reputation, and when she overhears him telling his servants to "make the usual arrangements," she tells him that it is easy to make a fool of a man like him and that she has been laughing at him all evening. Mirko locks her in his bedroom, but she crawls out of the window and walks home during a heavy rainstorm. Surprised by Lilli's chaste behavior, Mirko rushes to her home to see that she arrived safely, and the next night, is more polite to her. Mirko still tries to romance Lilli, but is more gentle and less demanding. While the couple are falling in love, however, the prefect of police learns that Fritzi has not left Budapest. Bored by her lover, Fritzi agrees to go to Zuppa and arrives while Mirko is still visiting Lilli. Lilli, distraught because she believes Mirko still wants Fritzi and not her, agrees to go back to Budapest when she sees Fritzi. Lilli leaves, and Fritzi tries to seduce Mirko, but he wants nothing to do with her after having fallen in love with Lilli's honest and simple ways. Fritzi explains the deception to Mirko, while Otto tries to comfort the brokenhearted Lilli after they return home. Mirko rushes to Lilli's apartment and assures Otto that he honestly loves Lilli and intends to marry her. He then embraces his little flower girl, and Otto says with a sigh that he will take a job in Vienna.