Three Ziegfeld girls experience how glamour changes their lives in this dramatic musical.
Gil Young (James Stewart) kisses elevator operator Sheila Regan (Lana Turner) and says he is getting a larger truck. Nobel Sage (Edward Everett Horton) tells Sheila to see Ziegfeld. In Vaudeville Susan Gallagher (Judy Garland) and her pop Ed Gallagher (Charles Winninger) sing "Laugh." Sage says that Ziegfeld wants to see Sheila, but not Ed. Violinist Franz Kolter (Philip Dorn) is not hired, but his wife Sandra Kolter (Hedy Lamarr) becomes a Ziegfeld girl, causing him to leave her. Frank Merton (Tony Martin) sings "You Stepped Out of a Dream" as girls parade. At her family's home Gil asks Sheila to quit and marry him. Sheila goes out with Geof Collis (Ian Hunter), who gives her a bracelet. Ed coaches Susan on singing, and Sandra lives there. At work Gil gets into a fight over Sheila's picture and visits her in her apartment with a marriage license. She shows him her furs, and he leaves. Bootlegger Nick offers Gil $450 a week. In an audition Susan sings "I'm Always Chasing Rainbows" better with an orchestra than with her father's piano. Ed packs and says goodbye to Susan. Jerry Regan (Jackie Cooper) asks Susan to watch over Sheila in Florida.
Sandra sees married Frank. Susan suggests that Geof marry Sheila, and he asks her not to drink any more. Sheila snubs boxer Jimmy Walters (Dan Dailey) and sees Gil with gangsters. She asks Gil to kiss her. Geof sees and gives her $5,000. In New York Frank's wife tells Sandra that Frank wants to marry her; but Sandra misses her husband Franz. Sandra asks violinist Mischa (Felix Bressart) to let Franz fill in on his job. Sheila visits Gil in jail and admits that Geof walked out on her, saying he could help them. Gil gets angry, and Sheila drinks. She finds her brother Jerry waiting for her, and they quarrel.
Franz finds a note in Mischa's violin case from Sandra. Patsy (Eve Arden) warns drunk Sheila not to go on. Frank sings "Come" as girls are displayed. Susan sings "Minnie from Trinidad." Sheila collapses on stage. Franz says hello to Sandra. Sheila accepts jewelry from a man but learns it is fake. Sandra quits to go with Franz on a concert tour. Susan gets Sage and John Slayton (Paul Kelly) to put Ed in the show. Sheila owes money and drinks beer with Jimmy, who insults her and hits her. Gil visits Sheila, and Jerry tells him her heart is ill. Gil and Sheila plan to raise ducks. In the show Ed and Al Shean sing "Mr. Gallagher & Mr. Shean." Sheila watches from the balcony but collapses on the stairs. Susan sings "You Gotta Pull Strings," and the show concludes with "You Never Looked So Beautiful."
Ziegfeld's exploitation of beautiful women enabled them
to earn money and get glamorous attention during Prohibition;
but this increased personal power challenged the women and their