A person's life is destined to be shorter than that of a city. Having spent her whole life in Shanghai, Qiyao has her moments of prosperity and her fair share of loneliness. She finally fades and disappears but Shanghai remains a metropolitan city. Shanghai in the 1930s is glamorous and seductive.
| Actor | Role |
|---|---|
 Sammi Cheng Sau-ManWang Qiyao | Wang Qiyao |
 Tony Leung Ka-faiMr. Cheng | Mr. Cheng |
 Hu JunOfficer Li Zhong De | Officer Li Zhong De |
 Daniel WuKang Ming Xun | Kang Ming Xun |
 Huang JueKela | Kela |
 Su YanLili Jiang | Lili Jiang |
| WWu Hai-ReLili's Cousin | Lili's Cousin |
 Huang YiWeiwei | Weiwei |
 Yumiko Cheng Hei-YiZhang Yong Hong | Zhang Yong Hong |
 Wu JingMrs. Wang | Mrs. Wang |
| EElsa Chan Kit-LingMrs Wang's Housekeeper | Mrs Wang's Housekeeper |
 Yolande Yau Pui-LingYao's Aunt | Yao's Aunt |
 Cheng HaofengYao's Cousin | Yao's Cousin |
 Wang WeihuaOfficer Li's Deputy | Officer Li's Deputy |
| LLiu Zhi-YunBoss Wei | Boss Wei |
 Yang ZhipingNightclub Manager | Nightclub Manager |
 Cai GangMaster Four | Master Four |
| WWu LiMs. Mu | Ms. Mu |