A poor street performer meets a young dancer who joins his small group before getting an opportunity to develop a theatrical career.
On the crowded sidewalks of London people are entertained, and they surround famous stars as they pass by. Liberty (Vivien Leigh) is not able to get an autograph. Charles Staggers (Charles Laughton) recites a poem. A blind man is begging. Liberty listens. Someone puts a coin in the hat. Liberty picks it up and struggles with Charles, slapping him. Charles has a friend collect money for him. Liberty orders a coffee and meets Harley Prentiss (Rex Harrison), a song writer. She says she is a dancer and recites a poem. Charles hears her and says they must have a talk. Prentiss is concerned, and a policeman intervenes and leaves. Prentiss gives them cigarettes. Liberty says she has to go, and Prentiss gives her a flower. Charles sees her take something and runs after her. She climbs through a fence, and he climbs over.
Liberty enters a building and looks at herself in a mirror. Charles comes in and hears her humming. She dances, and he watches her. He comes in and demands the cigarette case, grabbing it and noticing a name on it. She tells him she needs things. She does not want to wash dishes. He says luck and good temper are important because life is a joke. He tries to console her, and she slaps him again. He shakes her as they quarrel. They hear a police whistle and run out of the building.
Charles takes Liberty to his flat. She asks what she is to do; he tells her to sleep on the bed while he sits in a chair under a coat. She turns off the gas lamp, and he tells her not to snore.
In the morning Charles wakes up and brings a cat in the window. After shaving he puts on a tie. Liberty wakes up and sees the cat. Charles tells her to come downstairs and walks out.
Charles and Liberty are eating at a table. He starts working with a sewing machine. A boy from the neighbors knocks on the door. Charles explains he was a ventriloquist. She says she does not let men fool her. He says they are going to the police station. She says he cannot be so mean, but he says he will merely turn it in. On the stairs a man complains that he had a woman there, and Liberty argues with him. Charles locks her in his flat, and she screams. Charles explains she is his new leading lady. She throws dishes, breaking them. Charles comes back in and starts cleaning up. He says education is expensive. She cries on his chest and puts her arm around his neck. She says she is sorry she broke his things. She asks for a mirror, and he holds up a shiny frying pan for her. He says she will be his leading lady because she has promise.
At the neighbor’s Liberty is writing the name of Charles on a cake. He comes home, and she takes the cake upstairs. She wishes him a happy birthday and gives him a new tie. She ties it for him. He wants to take her to the country, but she detests it. Two men come in and see the cake. Charles eats the “40” and says he is 39. She suggests they form a quartet. They start singing and dancing. Outside people gather to listen. Prentiss asks if Charles is there. Prentiss comes upstairs, and Charles says he lost a cigarette case. Prentiss thanks him for returning it. Charles declines to accept a reward. Liberty comes out and shakes hands with Prentiss. He says he could give them a write-up and comes in to interview Liberty. Gentry (Tyrone Guthrie) refuses to give his real name. She sits by Prentiss and says she wants to dance in Europe’s capitals.
Liberty, Charles, Gentry, and Arthur Smith (Gus McNaughton) perform in a street. Constantine Dan (Larry Adler) plays the harmonica. Charles passes the hat, and Prentiss says they are good. Prentiss introduces Liberty to his friends. A policeman tells Charles to leave. Charles tells the others to stop playing. Liberty complains to Prentiss, who suggests professional entertainment.
Charles drinks beer in a bar. Liberty says they will be off the streets in ten years. An old lady says she is right. Her family sold flowers in the past. She says the horses are gone, and they will have to go. Liberty leaves over the objection of Charles.
Liberty calls on Prentiss and is let in by a butler. Prentiss stops playing piano and asks if she brought Charles.
Charles goes home and asks Old Maud if Liberty is home yet.
At the party Liberty drinks champagne for the first time.
Charles tells Maud to go to bed, and she leaves the room.
Liberty dances at the party while Prentiss plays piano. He keeps her from drinking more. A man offers to help her find a theatrical agent.
Early in the morning Prentiss walks Liberty to her door. They kiss, and she laughs and goes in. Charles meets her on the stairs and calls her a “light woman.” They sit down in her room, and Charles says they have to talk. He asks where she has been, and she says at a party with Prentiss. Charles says he wants a new arrangement. She says she is going on the stage. He asks what will happen to him, Arthur, and Gentry. She says they are fooling; if they were good, they would be in the theaters. They quarrel, and she tries to run out. He stops her and says he wants to marry her. She says he is out of his mind; he should look in the mirror. He tells Gentry and Arthur the partnership is over. He says he will go on his own. He shouts, “Good morning,” and leaves.
Theater programs have the name “Liberty.” Others have her picture.
Prentiss is upset about their music. Liberty comes in, and he plays piano.
In a theater Prentiss conducts an orchestra, and Liberty dances during a rehearsal. At the end of the performance Liberty and Prentiss take bows.
Straw Hat in the Rain is opening, and Charles reads the poster. In a room with many flowers Liberty thanks their backer. Prentiss says she was flat during rehearsal, and they argue. He says she is wonderful, and they kiss. He goes out. A window is opened, and Liberty sees musicians playing in the alley. Charles is not happy and is bothered by the dog. He tries to get rid of it and goes into a bar.
Liberty is getting dressed. Men tell her she was wonderful. They go outside, and she signs autographs. Charles comes out of the bar drunk and sees her. He calls her name, but men push him away. A policeman arrests him for trying to hit him.
Liberty tells Prentiss it was a success. He answers the phone, and she says she is not there. Prentiss says the reviews were good. He tells her that she is wanted by Hollywood. She hopes he will come too and marry him, but he says he will not marry her. He does not want to be the next Charles.
Liberty goes to look for Charles and finds his room empty. She finds Gentry and asks where Charles is. He says she has nerve to ask him.
In court Charles shows he can speak. He has nineteen counts. He says she was inside, and he was outside. He says he lost his joy of living. The judge sentences him to four months in prison to think things over. He says he will find a new job.
Wearing dark glasses and a cane, Charles is begging on the street as if he were blind. Liberty sees him and makes him get in her car.
At her place he says he was in prison. She holds up a mirror. He says she left him, and she says he left the others. She cries a little and asks him to come back to his own job. He asks for a drink. She asks how long he has been drinking. She says he could get a part in the new show. She asks him to recite an inspirational passage.
In a theater Charles is giving the speech as an audition. Liberty tells the director he is not too bad. Charles stops and says he has worn-out tools. He is interrupted and stops. She tells him to go on and start again. At the end he says she cannot make an actor out of him; he has been outside too long. He leaves, and she runs after him. She gets through autograph-seekers and embraces him. He says she is silly and that she must behave. She goes back to the theater. He smiles and walks away. He hears his buddies singing and joins them. He starts reciting in the street.
This drama of big-city life during the Depression shows the divide between the poor and the few who become successful. A beautiful young woman does well while an aging man is lost in mediocrity and takes to drinking.