Based on Three on a Match, three women from an orphanage meet every year; the mother gets divorced, and the singer marries her ex-husband.
Stanley Dowling (John Litel) puts his little girl Judy Dowling (Janet Chapman) to bed and answers her questions. Isabel Dowling (Margaret Lindsay) tells Stanley she is missing something and declines to travel with him. Fay Reynolds (Ann Sheridan) sings in a night-club and is arrested for starting a strip tease. She cannot pay $300 and is sentenced to 90 days. Connie Todd (Marie Wilson) does not have enough either; but Isabel pays the fine. The three visit their orphanage and remember. They agree to meet every year. Fay sings "Who Says That This Isn't Love?" Philip Peyton (Richard Bond) meets Isabel and dances with her. Judy tells Isabel that she is lonesome; but Isabel goes out with Philip, who hits a car. News reports that Isabel was injured. Fay and Connie visit her, and Fay tells Stanley it was her fault. Stanley tells Isabel he learned the truth from Anna. Isabel tells Stanley that she loves Philip. Stanley will give her a divorce if she gives him Judy. Connie tells Fay, and they go to see Stanley; but Isabel is gone to Reno. Stanley and Fay argue and then apologize.
Fay brings Judy a gift and goes out with Stanley. On a picnic with Judy and Connie, Stanley and Fay kiss. At their party Isabel comes in drunk and congratulates Fay on marrying Stanley. Philip loses $1950 gambling and borrows $500, but his check is no good. Isabel asks Fay for money and takes Judy to her home, giving her a kitty. Isabel tells Judy to forget her. Philip comes in, gets the money, and tells Isabel they are leaving sooner. Three men demand money from Philip, who offers Judy as security. Isabel finds out and tells Philip she is through with him. Philip pulls a knife and is killed by the men who take Isabel and Judy.
Police suspect Isabel. The boss Vincent (Dick Purcell) is warned by Isabel and plans to get money from Stanley later. Police close in on the three men. Vincent arrives and says they must do away with Isabel and Judy. Big Milt (Dewey Robinson) objects and is stabbed. Isabel jumps out the window. Police break in, shoot the two men, capture Vincent, and find Judy. In the final scene Connie shows Fay her boss she is marrying, and at their annual party Judy takes Isabel's place.
Following the plot of a successful melodrama, once again Fay goes from burlesque to a prosperous marriage, while discontent Isabel falls for a worthless man and is dragged down into the underworld though she sacrifices herself to save her child. The contrasting fates imply a moral warning and show that people can change their social situation.