When revered Broadway director Julian Marsh (Warner Baxter) falls on hard times with both his health and his finances, he helms an ambitious musical as a final production before his retirement. His lead actress, Dorothy Brock (Bebe Daniels), is torn between two loves--the show's wealthy backer, Abner Dillon (Guy Kibbee), and the earnest but penniless actor Pat Denning (George Brent) --while aspiring young performer Peggy Sawyer (Ruby Keeler) waits in the wings, hoping for her big break.