The musical love story of Rosie Penn, a famous Jewish cabaret singer, and Count Hans Wilhelm von Kleister Graff, Lili Marlene is set in Berlin during the last year of the Weimar Republic and at the beginning of the Third Reich period. As the dark clouds of Nazism loom, the Count, as the head of the passport bureau of the German foreign ministry, helps the German cultural and scientific elite escape from the country, and he, his family, and Rosie must decide where their futures lie.