 Russian Countess Sofia Belinskya (Natasha Richardson) remembers old times of opulence and fancy dance parties, while she s living exiled in Shanghai, during the 1930s. Now, she has a poor life with her daughter Katya (Madeleine Daly) and her husband s family. The Countess works as a hostess and companion lady in a dance club, where she entertains all kinds of men, dancing with them and having a chat. There, she comes to know an American diplomat, Todd Jackson (Ralph Fiennes), a nice, kind man with whom she begins a friendship, despite the fact that Jackson is blind. Meanwhile, Jackson meets there a friendly Japanese diplomat, Matsuda (Hiroyuki Sanada), and they become friends. Years later, Jackson sets up a glamorous club, called "The White Countess", taking Sofia with him to work there as a companion lady. But Sofia doesn t want Katya to find out about her real work, protecting the girl from following in her foot steps in the future. Between Jackson and Sofia exists a special attraction, which could turn into love at any moment. But Jackson is being tortured by a traumatic event from the past, while Sofia is longing for leave the city. The Japanese invasion takes place and threatens their dreams and longings.