"I am intrigued by the situation" - says the penniless count when he puts on a butler's clothes in order to go serve the rich baron and his daughter. The count happens to be a successful stage author and the girl, who falls in love with his the butler, dreams of being an actress. The actress, however from the next door estate wants to win the author for herself, the girl wants the butler, her father wants the count. In Baroness Lili everyone wants someone, they all want different men and yet they all want the same.