Based on the novel by I. A. R. Wylie, a family of fortune hunters meets a wealthy old lady who is lonely and appreciates their company. The son and the daughter also have romantic interests.
On the Riviera the Carletons are fortune hunting. Richard Carleton (Douglas Fairbanks Jr.) is hoping to marry the daughter Adele of a wealthy senator. Marmy Carleton (Billie Burke) tells a friend that her husband never works. Richard tries to use poetry to woo Adele, but Duncan Macrae (Richard Carlson) tells George-Anne Carleton (Janet Gaynor) that he does not know what Richard sees in Adele, who is neither pretty nor intelligent. Duncan shows George-Anne a simple engagement ring from his family. Police want to remove the Carletons.
An authority rips up the check given to Richard from Senator Jennings. Sahib Carleton (Roland Young) is indignant, but George-Anne and Richard intervene more diplomatically. They are given tickets to London.
Marmy tells Sahib his hair is getting grey. He remembers being in the Bengal Lancers when he performed in a play. Their singing wakes up George-Anne and Richard who were sleeping on the benches. Richard and George-Anne blame their father for ruining the lucrative match by asking for $4,500. George-Anne asks Richard if he ever knew anyone who married for love, and he says no. He says their parents are happy without money. She cries and says she is not in love with the Scotchman because he does not have any money.
On the train Richard and George-Anne discuss their parents and who will live longer. George-Anne sees Duncan, who says he is angry and is chasing her. He says they are going to be married. He does not care that her father cheats at cards. She says she is hungry. He offers to feed her but refuses to do so for her family. He gets angry and walks off. George-Anne sees the old woman, Miss Ellen Fortune (Minnie Dupree), and they talk. Miss Fortune invites her and her family to come to her first-class compartment.
George-Anne gets the others, and they discuss strategy. Marmy thanks Miss Fortune for being so kind. Sahib introduces his family to her. Marmy says his family is starving and that he suffered from gas in the war. Marmy chatters on, and George-Anne encourages her to eat. The others offer to eat and encourage Marmy. Sahib invites Miss Fortune to join them, but she invites them for a nice meal.
A table has been set, and they are drinking champagne. Miss Fortune laughs at their peculiarities and tells them of her big home that is empty. She is happy having a party with them. Sahib learns that she is traveling alone. She says they see beauty through those they love.
A bad wheel causes the train to derail and tilt on a bridge. People scream and try to get off the train. Sahib says the train has caught on fire, and they must get off. Miss Fortune is unconscious, and Richard carries her and lays her down on the ground. George-Anne is cold but takes off her coat to cover Miss Fortune’s legs. Duncan tells George-Anne he has been looking for her. She says she is up to no good and gets him to leave.
On a ship at sea Marmy says they have been kind to Miss Fortune and eaten their meals with her. Miss Fortune tells George-Anne she has no friends or relatives. A long time ago she was engaged; but he loved someone else, and they quarreled. He made a fortune and left it to her. George-Anne wishes they could see her in London, and Miss Fortune invites them to be her guest.
In the mansion Miss Fortune tells her lawyer, Felix Anstruther (Henry Stephenson) that the family is staying with her for a while. Felix says he is going away on business.
On a rainy night George-Anne tells Richard she has an idea. She suggests they can continue to stay there if they convince her that they are honest and kind. Richard says she might make a will that could give them a fortune. They all agree on the plan. In her bed alone Miss Fortune is glad she found friends.
Sahib places an ad in the newspaper seeking a position. He and Richard do not know what to do and observe heavy equipment digging a hole. Sahib wonders why they are working when it brings no pleasure.
George-Anne reads a letter from Duncan who comes to visit her. He asks her about her father’s ad. She says that Miss Fortune invited them because she is lonely. He criticizes her and says her father is seeking a position. Sahib comes in and meets Duncan. Sahib says he will take anything. Duncan says he found him a position selling automobiles. She is grateful, but Sahib says he is unsuited. Duncan tells him where to report. Duncan tells her he does not believe her father wants to work, and she tells Duncan not to come back there.
Sahib is dressed up and goes to the job. Richard shakes his hand, and they say good-bye. Sahib goes in the building with the modern cars.
Richard sees a sign for a boy wanted and goes in and sits down. Leslie Saunders (Paulette Goddard) asks if he is comfortable. He tries to woo her, and she is skeptical. She asks what he can do. She says it is a hydraulic engineering company. He says he likes the atmosphere, and he thinks he could become an engineer. She decides to take him as a challenge and tells him to come back in the morning. He invites her out, but she will wait until he is paid.
Richard is telling George-Anne about Leslie. She says she saw Adele. Richard says Miss Fortune loves them more everyday, and he is optimistic. He kisses her and goes out. Sahib tells Richard he sold four cars already. Sahib advises Richard where to eat, and Richard asks for a loan. Sahib declines to give him a loan but then gives him some money.
Richard takes Leslie to the zoo, and they watch penguins. She compares them to Richard, and he describes her good qualities. He kisses her directly.
Miss Fortune gets four aces and solid spades and bids seven no trump and lays it down. Sahib smiles. They discuss card cheaters, and Miss Fortune says they must be unhappy and friendless. She says goodnight and kisses Marmy, Sahib and George-Anne. Sahib implies his emotion is acting.
Richard comes home drunk with Duncan and tries to undress for bed. Duncan defends himself to George-Anne and says he is incapable of being drunk. He tells her he cannot live without her, and they quarrel again. Miss Fortune comes out of her room and meets Duncan, who takes the blame for Richard being drunk. Duncan says he may go to India, and he leaves. Miss Fortune tells George-Anne that love never comes twice.
Richard has a hangover, and Miss Fortune gives him an ice-pack for his head. She says she was intoxicated when she was young. She says her friend had a nice dog with a black mark over one eye.
Richard with Leslie is trying to find a dog that looks like that. He says he likes her hazel eyes. They walk their bikes and talk. She asks if his family is sponging off Miss Fortune. He tells her the secret that they are hoping to become her heirs. They got jobs to win her over. She admits he is clever.
Sahib is driving a new car very fast with Marmy, Miss Fortune, and a servant. Richard and Leslie are thrown off their bikes avoiding his car.
In the house George-Anne has been playing dominos with the butler. She learns that Duncan came to see only Miss Fortune. She learns he is leaving for India in a week. A puppy dog comes in, and she picks it up. Richard comes in and says it is for Miss Ellen. He seems calculating, and she gets cynical. He goes out as Marmy comes in with flowers. Marmy says they saw a nice cottage. They see that Miss Fortune is happy with the dog.
Miss Ellen is in bed and tells George-Anne she is frightened they will go away and make their own home. She would like them to be with her and gets her to promise.
George-Anne tells her mother who says she is clever. George-Anne thinks they should give up the whole idea, but Marmy likes the plan.
Duncan looks at George-Anne’s picture while he is packing. He answers the phone and accepts an invitation to a party from Miss Fortune.
Richard is reading a book on engineering, and Leslie tells him he should have left. He invites her to the party on Saturday night. They talk about the dog, and they agree it is a wise investment. She is about to go but comes back and asks him about what he is reading. She says the boss said his suggestions were not bad. He says he could be an engineer if he wanted to. She says she will go to the party and says goodnight.
In the showroom Sahib tells a gentleman about the perfection of the car, and he orders three of them. The customer leaves, and the boss comes in and tells Sahib he has been looking at his past record. He offers him the promotion to sales manager for the London branch. The boss invites him to a dinner party on Saturday night, and Sahib says he could go on any other night.
Felix tells Miss Fortune that this family is well known as fortune hunters. She says that is sad and that life has been cruel to them. He says they are sponging off her, but she understands things better now. He says they will take everything she has, but she has learned not to judge people and to have faith in the people she loves. Felix has no more to say and tells George-Anne he had an interesting trip. Miss Fortune asks her to sit down and says she has been imposing on her family. She wants to leave everything she has to them in her will. She would like to leave them happy.
George-Anne sees her parents celebrating, and Marmy tells her about his promotion. Marmy says Miss Fortune will be pleased. George-Anne tells them they have won because she is going to leave them everything. The others commend George-Anne, and she agrees they are all set now.
At the party they talk about India. George-Anne dances with Duncan. Leslie asks Richard why he asked about a school of engineering. She asks if he will quit his job after they inherit the money. He asks what is wrong, and she says he is not hard-boiled enough. They dance a waltz. Sahib dances with Miss Fortune, who is glad that Duncan and George-Anne have made up. She tells Duncan that they are going to get her money and that they are parasites. He does not believe her, and he wants to marry her. She refuses to mess up his life. They see a disturbance and find that Miss Fortune has fainted.
The family is waiting, and a servant comes out and says she is barely conscious. George-Anne asks Richard if she is going to die. He says he is used to her. She says they are bad people. He asks if people ever change. He thinks he and Sahib have changed. George-Anne says she has not changed, and they will be back to normal. Felix comes out and says he is her lawyer, not her doctor. He informs them that she has made a new will with new legatees. He says he would have opposed it under other circumstances. He says it makes no difference because her holdings have dissipated. Her estate will be nearly worthless. Marmy and Sahib say they do not care about the money. Felix says he may not be able to save the house. They say if she lives, she will not need the house because she can stay with them. George-Anne hugs Marmy and is glad that she loves her. She says she saved them. The doctor tells them they can come in, and Miss Fortune is stronger now.
Sahib is painting a sign on their picket fence and crosses out the “Col.” Miss Fortune is driving a new car very fast with Felix.
In the kitchen Marmy is cooking curry. Duncan wonders if they should go to India, and George-Anne tells him to stop talking about India.
This sentimental comedy depicts the transformation of a family of scheming free-loaders who become better people by trying to please a lonely lady who is truly grateful to them for the love they share.