Lillia, her younger sister Naomi, and their father fled Warsaw in 1940. Shanghai was one of the few places that would accept Jews without visas. She worries about how their mother, Alenka, would find them. Lillia finds an outlet for her artistic talent by making puppets, remembering the happy days in Warsaw when they were circus performers. She makes friends with Wei, a Chinese boy, and finds work as a performer at a "gentlemen's club" without her father's knowledge. As the Americans declare war and the Japanese force the Americans in Shanghai into camps, will LiIlia's family survive?