Based on the George du Maurier novel Trilby as told from the angle of the teacher, Svengali. John Barrymore (as Svengali) is tutoring Honori (Carmel Myers) while Trilby (Marian Marsh) is saving the money she earns as a nude model in hopes of honing her muical talents and settling down with Billee (Bramwell Fletcher). Svengali soon begins to see the talent in Trilby and begins to fall for her. In order to woo her, he must try to hypnotize her through the guise of teaching her music. As she begins to realize that Billee's well-to-do family will simply not allow them to be together, she becomes even more dependent on Svengali.