The Capra-Riskin team adapted Damon Runyon's story about a poor woman's social transformation aided by a powerful gambler.
Dave the Dude (Warren William) relies on buying apples from Annie on the street for good luck. He warns Annie (May Robson) about drinking because of her kidneys. Apple Annie gets a letter from her daughter and writes to her as a society lady, pretending to be married. Annie manages to get her letter from Barcelona at the hotel and reads her daughter is coming to New York with her fiancé and his father. Annie asks the hotel to tell them she is dead; but she is removed by the police. Dave is buying horses for $100,000 and wants to buy an apple from Annie. Street people tell him about her. Dave visits the drunk Annie, and she shows him the letter, crying. People ask him to get her a room at the hotel for a week. Dave puts her in his friend's apartment, though Happy (Ned Sparks) complains. Nightclub-singer Missouri Martin (Glenda Farrell) brings a team to make over Annie as Mrs. Manville. Annie blesses Dave, and they get Judge Blake (Guy Kibbee) to play Mr. Manville, Shakespeare (Nat Pendleton) finding him at the pool hall.
At the boat Happy keeps a reporter away, and the Dude is introduced as Uncle David. Count Romero (Walter Connolly) is suspicious and wants to meet Annie's friends. Blake tells Dave about a reception for a hundred people. Martin suggests getting their friends to play society people. Meanwhile Happy has abducted three society reporters, and the police are looking for them. Editors pressure the mayor, who pushes on the police commissioner, who demands results. Dave is suspected and tailed to Martin's, where the people have gathered to rehearse their parts. The count asks Blake about the dowery, saying he is giving a $50,000 settlement. Blake gets the count into a billiards game, betting an equal dowery and winning. Martin plays Dave's wife, but Dave discovers the place is surrounded by cops. Annie is worried and cries. Dave asks the commissioner to lay off till midnight when the boat sails and offers to return the three reporters. Dave is arrested and taken to the mayor's party. Shakespeare gets a call from Dave it's all off. As Annie is about to tell the count about herself, guests arrive from the mayor's party with the governor. Police escort the happy couple and the count to the boat, as the authorities apologize to their underlings, and the editors tell the three reporters they were out on a drunk. As the ship leaves, Annie waves good-bye happily.
This heart-warming story makes fun of class distinctions by fooling European aristocracy. The democratic theme is reinforced as the top elected leaders cooperate with the charade to help the poor woman.