Based on Lawrence Hazard’s play, a starving young woman is helped by a poor man who lives with others in a camp for the poor. They fall in love, but he is eager to leave.
Bill (Spencer Tracy) in top hat and suit is sitting on a park bench feeding pigeons. Next to him Trina (Loretta Young) is watching anxiously. She tells him that she has not eaten for two days.
He takes her to a restaurant and watches her eat a desert. He says he has been unemployed all his life. She thought of the river but was afraid. She asks if he has been hungry, and he says nobody has to be hungry. Bill asks the waiter to call the manager. Bill asks the manager to sit down and tells him that twelve million people in the country are out of the work, and some are starving. Bill says she has no money nor does he. Bill says the feed is on the manager. He can call the cops who will put them in jail where the city will have to feed them. Bill says they can afford to feed a hungry person once in a while. Bill rings his glass and stands up to give a speech to the people about those out of work. The manager tells him to stop, and Bill leaves with Trina.
Bill and Trina walk in the city, and he asks where she lives. She says she has no place. He suggests she go to a hotel until they throw her out. She asks what he does for a living. He says he lives. He shows her a lit sign on his shirt for which he gets paid $2 a day. He says he has to find her a place to sleep. By Park Avenue he shows her their camp for the homeless. He says there is no rent or taxes. He hears the train whistle and says he likes it as if it were a long-distance call. Bill says he has pals there. They see Bragg (Arthur Hohl) and Flossie (Marjorie Rambeau) arguing about the money he owes her. He threatens to slap her, and Bill intervenes, giving Flossie some money. Bill says Bragg now owes it to him. Bill tells Trina that Flossie has been drinking gin and would not be a good roommate that night. Bill takes Trina to Ira (Walter Connolly) who quotes from the Bible. Bill says Ira was a minister but is now a night-watchman. After Ira goes to work at 11:30 Trina can go there at 12.
Bill and Trina look at the river. Bill steps aside, undresses, and jumps in the water. Bill tells her it is warm and invites her to come in. She says she would if she had a bathing suit, and he threatens to throw her in. She goes bathing too.
Trina is washing clothes in a tub and talking to Flossie. Trina says that Bill is going to get her a stove. Flossie says he cannot stay put except in jail. Trina says this is not a dump but a safety zone, but she does not like the train whistle. Flossie asks if she has any liquor, and Trina says no.
Trina is looking through a window at a stove for sale. Bill asks what she is doing. She says it is only $5 down and $2 a month for a year. Bill says he never stays anywhere more than thirty days. He tells her to forget it. He asks what is for supper, and she says stew. She whispers in his ear, and he tells her to go home. Bill asks Bragg for the $2 he owes him. Bragg says he is trying to serve a summons for ten bucks. The dame in the show is hard to get to. Bill asks to see it and offers to serve it for five bucks. Bragg warns him that men are guarding her.
Fay La Rue (Glenda Farrell) is singing “Surprise” and sits on the edge of the stage. Bill watches her from a balcony. At the end of the song he hands her the summons as a surprise. Backstage Bill is attacked by three men, and they fight. Fay watches, and Bill is thrown out on the stage. The audience claps and laughs.
Bill comes home and kisses Trina who is stirring a pot. He says she is “skinny as a rail.” She says she is young and will fill out. He thinks he ought to knock her teeth out. She asks what happened to his forehead. She kisses him, and he asks about her phony ideas. He tells her to work on the cooking. Bill carries the new stove into the house. She is so happy that she cries. They both smile.
Bill is walking on stilts in a costume to advertise Gotham Eatery, and he signs “Babe Ruth” on a baseball. At a second-story window Bill talks to Joey (Dickie Moore) and gives him the baseball. In another apartment he sees Fay singing accompanied by piano. Bill claps, and she calls him big boy. She asks why he did not look her up, and he says he was busy. He asks if she wants to hear the story of his life. She asks him what he is doing that afternoon. She invites him to see her at the palace.
Bragg goes in and asks Trina where Bill is. She is putting up a curtain on a window. Bragg says she is not skinny. She says Bill may break him in half. Bragg says Bill is going out with a blonde. Trina says she would know about it. Bragg says he is there for her, and he will take his time. She tells him to get out and stay out. He leaves.
In her apartment Fay tells Bill that she is being sued for $10,000 for alienation of affection. He asks what she wants from him. She realizes he is not an angel. She says she needs a new bodyguard, but he says she can take care of herself. She says he need not be afraid of her. He says he is old enough to know better. She may go to London, but he prefers Italy. She kisses him.
Trina is ironing and sees it is nine o’clock. Bill comes in, and she says she kept his dinner warm. He says he had dinner. She says he has a right to be late. She kneels before him and says he does not have to make excuses to her. He gives her the receipt for the stove payment. He lays down, and she opens the roof so he can see the sky.
Bill is playing baseball with Red and his friends. Bill makes a bad play in the outfield, and Red replaces him. Bill walks off the field.
Bill sees Ira working with his flowers and asks what they are. Bill asks how much for a flower, but Ira says he does not want to sell any, though he will give him some later. Flossie comes out of his shack, and Bill says he may get in trouble. Ira says Dandelion wine is not as bad as gin for her. Ira quotes Corinthians 1:26 and goes to get his Bible, but Bill leaves.
Trina is setting the table and singing, and Flossie cautions her about Bill. Trina hopes Bill will not get tired of her.
Bragg asks Bill to help him rob the safe where Ira is the watchman. He says they could split $10,000. Bill says if he wanted the money, he would work for it. Bill says Bragg only understands one language and knocks him down.
Bill goes home, and Trina embraces him. He tells her to let him go. He says he is starving and says hello to Flossie. Bill puts a flower in the soup and asks Trina about it. Ira hears them talking. Trina says it is pretty, and Bill tells her to throw it away. Bill gives Ira a dime for the flower, and Ira asks him not to pick any more. He says God never meant for flowers to be sold. His late wife said that. He says she is with God now. Flossie says he can make wine out of dandelions, and she can believe anything. Bill and Trina are left alone at the table. They hear the train whistle. He asks why the roof is closed and tells her to open it. He lays back and sees birds flying. She asks him why he looks through the hole. He says he only has a hunk of blue. She says it is nice there when it is quiet. He notices the blue in her eyes, but he still might hit her on the chin. She lays down too, and they embrace each other. He says he may be through with her tomorrow. She asks if he has known lots of women. He says she is the nicest. He warns her it may not last long before he goes. He says some guys have reasons for not leaving. She asks if he likes babies. He asks why, and she says he is going to have one. She tells him she will take all the blame for it. She is not afraid of him. She says he can never leave her now because she has his son.
Bill gets on a moving train and looks back. Trina is laying there looking at the birds. Bill jumps off the moving train.
Trina buys food in a market and sees Bill, who says Flossie said he would find her there. He asks what happens if he does not show up. She says she will be lonesome as she was before she met him; but now she has something to look forward to. He thought she did not believe in that, but she says she lied. She is going to stand on her own two feet. She says he is a free man.
Ira with a Bible completes the marriage ceremony for Bill and Trina as Flossie watches. Ira says they are man and wife in the eyes of God. Trina thanks Ira for the dress, and he tells her to keep it as a wedding present. It belonged to his wife. Ira goes.
Bill wakes up Bragg and tells him he needs dough to leave people before he goes. He makes Bragg get up.
Ira is asleep at a desk, and Bragg and Bill sneak by him to an office with an old safe. Bragg starts working on getting it open while Bill plays with the toys. Bragg tells him to be quiet. Bill winds a toy soldier that plays a tune. Bragg asks Bill to help him and open a window. Bill looks at the river and thinks of going on a freighter. He winds the toy and says he will take it home for the kid. The tune wakes up Ira, who comes in with a gun and shoots Bill. Ira goes over to him, and Bill gets the gun. Ira asks about the other man, and Bill says he does not know his name. Ira says there is no money in that old safe. Bill asks Ira to get the money from the other safe. Ira dares Bill to shoot him because has the guts to take it. Bill says he won’t do that. Ira says he is thinking of Bill’s wife. Bragg breaks the glass and sounds the burglar alarm. Ira says the police will be there in five minutes and advises Bill to leave. Bill climbs out the window.
Trina wakes up and hears rocks thrown by Bragg. She goes out, and he tells her that Bill is in trouble. He invites her into his shack and says Bill got nabbed at the toy factory, and he was shot. Bragg tells her not to worry because he will be around to take care of her. She tries to run out, but he pulls her back on to the bed. He tells her to forget Bill. Flossie comes in and says Bill just got home. Trina runs home and sees the toy soldier. Bill comes out of hiding, and they embrace. Flossie commends Bragg for offering to take care of Trina.
Trina is bandaging Bill’s arm. He says she would need money for the baby. She says he is a coward because he is afraid of a baby. She says men never grow up but keep reaching for the clouds. She calls him silly for robbing a safe for money when he always said he had no use for money. He says it was not for him. She says she did not want to pull him down. She hopes he will come back to her. Even birds can’t fly all the time. He cries, and she caresses him. She says she wants him to be happy. Flossie comes in and tells Bill to give her the gun. Flossie says she got information the cops are coming. She gets the gun, and tells him to hop aboard. Flossie advises him not to linger and go to prison. Bill says he will not leave Trina there. Flossie says to take her with him. Flossie goes back to Bragg and says Bill and Trina are leaving together. Bragg says he will not let them get away with it. Flossie tells him he will not squawk. She points the gun at him and says they are two useless people. He asks her not to commit murder, but she calls it house cleaning. She shoots him twice.
Bill is on the moving train, and Trina is laying on hay. She says she will miss the stove, but he says they can get another one. They hear the train whistle, and he tells her she does not have to be afraid of that anymore. He lays his head on her shoulder.
This Depression drama portrays homeless people living in a makeshift camp which becomes their little community. A young woman responding to love helps a man realize that he does not need to leave her. An alcoholic woman does not value her own life and keeps a selfish man from ruining the lives of others.