The movie begins with the opening number of the evening show, a single spotlight illuminating Margeaux' torso and face as she gently frames the microphone standing before her with long, slender fingers.
A sultry love song wafts gently across the packed, but quiet hall as Margeaux sings sulkily in partnership with the soulful saxophone wailing its emotional tune.

In the middle of the song, a German officer enters and like the others, becomes mesmerized by Margeaux' eyes which seem to have taken on the smoky gray hue of the room before her. Her voice is like silk, and as it soothingly comforts those around her, it also serves to make the soldiers forget why they are in this place so far from home.

At the end of the number, Margeaux introduces the next act and then relinquishes the stage to a raucous can-can number that becomes a backdrop as she makes her way across the cabaret.

The German officer watches her as she stops at several tables to accept their effusive compliments on her performance. As she smilingly sidesteps a drunken attempt by one of the customers to get her to sit down at his table, she notices the German officer watching her from the back of the room. Making her way to him, she says cordially,

"Hello, Herr von Warner. We haven't seen you in here for awhile."

"I must speak with you privately," he says urgently. "Now, mademoiselle."

Questioning him only with the expression on her face, Margeaux calmly leads him to her office located off of the main room just as the next number is beginning. Motioning that he should sit down, Margeaux takes her seat behind the oak desk that her father had been so proud of and then waits patiently for Herr von Warner to begin.

He then tells her the news, that according to headquarters, she, Margeaux, is to be investigated for spying for the French Resistance. A leak has been discovered from within the ranks of the Reich regime, and sources have led them to this cabaret where Margeaux and her staff are known to be staunch French supporters, perhaps not surprising considering this is, after all, the country of their birth.

Margeaux strongly denies the allegations of espionage as she assures Herr von Warner that she knows nothing of these things she is being charged with.
"I assure you," she says, "that if there is something of that sort going on here, I know nothing of it."

As he gets up to leave, Margeaux asks him quietly, "Why did you tell me this?"

He replies simply, "Because I have been watching you and even though you have the motive, I don't think you are guilty of this crime against Germany."
Herr von Warner turns to leave the room then, but he makes a vow that he will be keeping a very close eye on this establishment as time goes on. And he warns her that she should watch every step that she makes, because others will be, others who will undoubtedly be less sympathetic. With that warning, he leaves to find an empty table in a corner, a vantage point from which to watch the activities going on around him.

Margeaux prepares for her next number with trepidation as she wonders who it is that is leaking secrets from within her friendly cabaret. Now, she doesn't know whom to trust.
An intermission has been taken by the members of her ensemble, and as she discreetly gazes upon the crowd, and among them, her employees, she lets her gaze settle on several of them as she ponders their possible role in this espionage that has brought the danger of war right to her door.

She notices Lisette, the barmaid who bravely serves the rowdy crowd, gaily laughing as she passes gamely among the tables, making her rounds. Curvy and flirtatious, Lisette's lovely dark hair frames a face that has as its most striking feature her dark, flashing eyes that fill with expression as she makes a teasing comeback to an off-color comment flung her way by a drunken patron. The people at the tables close enough to hear laugh loudly at her as she smiles prettily and tosses her long, dark hair, then heads for the bar to fill the orders she has just taken. She is usually very successful and quite satistied as she counts her tips every night, and it is obvious that she is well-loved by just about everone who patronizes the cabaret.

Margeaux' gaze next turns to Jacques, her loyal friend, the bartender at La Femme Jolie, who is engaged at the moment listening to what must be a sad story judging by his expression, being delivered by a lone customer who sits on the other side of the bar all by himself, his eyes cast downward as if lost in the glass of ale in front of him. As she watches Jacques, Margeaux shakes her head as if to clear it. It can't be him, she thinks. Jacques has been her friend since childhood and had served her father for many years in a most capable capacity. As she watches Jacques respond to the man across the bar, she notices how handsome and fair Jacques is, and remembers the playful teasing she has endured all of her life from this most trusted friend. She gently reminds herself that it is a spy she is looking for, a role this man would never fill.

Next, she seeks out Gilliaume, her trusted bouncer, the man who makes sure the peace is kept in the cabaret, for very often the over-indulgence of ale helps to cause men to do things they wouldn't normally do, and big, brawny Gilliaume steps in to toss out any man on his ear if he dares to disrupt the friendly flavor of the establishment. His reputation is wide, as a fair but unyielding force to be dealt with, if he feels the relative tranquility of the cabaret in danger. He has been with Margeaux' father for several years, and depends upon the income from the cabaret to help support his still growing family even though he has worked at the local winery during the day to help harvest the large grape crop. Since the war, sales of the fine wine are slow, so it is with regret that many of the grapes are left to rot on the vines. Therefore, Gilliaume and his family struggle like so many others now in this time of strife, and he has many times expressed his deep gratitude that Margeaux is willing to extend the hours he normally works.

As Margeaux watches all of this from her vantage point behind the curtain, her thoughts turn to the regular clients who frequent the cabaret. There are several who are there every night. Their stories are different, but somehow the same. Most have hard lives during the day. Some are merchants in the area, but most are farmers, down on their luck with the Occupation advancing around them. Any of them could be leaking information as much as they hate the German soldiers, and their feelings are apparent now as they sit on one side of the hall while the soldiers and officers occupy, literally, the other side of the room. At times, the Frenchmen glance over at the German officers with mistrust in their eyes as they wonder what is in store for them over the next months.

There are too many to count, Margeaux thinks, as her eyes continue to flit from here to there, eliminating prospective spies with each glance. She considers her dance troupe, from Michelle who makes it very well known that it is she who should have the top billing instead of Margeaux because in her eyes, everyone knows it is she, Michelle, who is the one to shine every night. And paradoxically, there is Mathieu, quite talented in his own right, who could easily have leapt to stardom at any time, but chose instead to spend the last five years in relative obscurity at La Femme Jolie. She considers her kitchen staff, her cleaning staff, her gardener. And then, she realizes it is a futile thing she is trying to do, because if she hadn't known this was happening before now, there is little chance that the culprit's identity would come to her in the course of a few munutes' contemplation.

As Margeaux' eyes scan the room, they are cast briefly upon the German officers, and among them, at a table where he sits alone, is Herr von Warner. A shock of realization courses through her as she notices him watching her, and quickly, caught off guard, she withdraws to prepare for her number.
................
Margeaux tosses and turns in her bed that night in her quarters above the cabaret, unable to sleep, her mind full of the day's events. As the moonlight streams through her bedroom window, she realizes the futility of attempting to sleep, and dejectedly gets out of bed to stand at the window, embraced by the moon's steady glow. The relative quiet of the night calms her, but she soon feels as if someone is watching her, and her gaze shifts slightly, uncomfortably, to an unfamiliar silhouette lurking beneath the huge mulberry tree near the lane.

As she watches, the shadow takes form as Herr von Warner steps into the moonlight and takes a deep drag from a cigarette he holds cupped in his gloved hand. The tip glows brightly orange as he draws the smoke into his lungs ever so slowly, and then his face grows hazy as he releases the pent-up smoke, staring at her all the while. Disconcerted, Margeaux quickly backs further into the room so that she can no longer be seen by those disturbing blue eyes. But she is strangely comforted too, and as she settles back into her cool bed, she drifts almost immediately into a calm, healing sleep from which she won't awaken until morning.

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