The film follows the romance of Prince Peter Karagin and Lydia Pavlovna Marakova, a singer and secret revolutionary, in Imperial Russia on the eve of World War I. Douglas Shearer was nominated for the 1939 Academy Award for Best Sound Recording.

[2] In 1914 Tsarist Russia, Prince Peter Karagin is a captain of the Cossack Guards, riding home from manoeuvres to an evening of wine, women and song at St. Petersburg's Cafe Balalaika.

The Balalaika's new star, Lydia Pavlovna Marakova, is blackmailed into attending the officers' party and is expected to choose a "favoured one."

Masquerading as a poor music student, Karagin insinuating himself into Lydia's family and circle of musician friends, unaware that they are dedicated revolutionaries.

Filming started in June 1939, although Eddy and Massey spent the four weeks prior to shooting pre-recording their musical numbers.

[7] She was devastated to learned that Ilona Massey had accepted the role, losing the opportunity to work with "that gorgeous hunk of baritone".

[3] Frank S. Nugent's review in The New York Times praised Massey's blond good looks and Eddy's competence: "She looks like Dietrich, talks like Garbo... while leaving the bulk of (the score) safely to Mr. Eddy..." Despite enjoying the romantic escapism and musical artistry, Nugent foresaw international repercussions.

The notion of peasant girls tossing their locks and eyes at the Imperial Guard and the film's gusty sighing over the dear dead days... are bound to be tantamount to waving a papal bull before the Red flag of The Daily Worker."

Nor did he overlook the film's shortcomings, "...the picture is long on formula and short on originality... nine out of ten sequences have been blue-printed before," but nonetheless gave director Reinhold Schunzel credit for a job well done.