Based on the Hammerstein-Kern play from Edna Ferber’s novel, a gambling actor gets married and goes broke while a mulatto woman suffers discrimination and becomes alcoholic.
The show boat arrives, and Captain Andy Hawks (Joe E. Brown) introduces the performers. Jealous Steve Baker (Robert Sterling) gets into a fight with Pete (Leif Erickson), who goes to the sheriff. Gambler Gaylord Ravenal (Howard Keel) meets Magnolia Hawks (Kathryn Grayson) and sings “Make Believe” with her. He asks for a job acting, but Andy says no. Julie LaVerne (Ava Gardner) kisses her husband Steve and sings “Can’t Help Lovin’ That Man” with Magnolia. Parthy Hawks (Agnes Moorehead) tells Magnolia to stay away from Julie.
On stage Frank Schultz (Gower Champion) and Ellie May Shipley (Marge Champion) sing “I Might Fall Back on You” and dance. The sheriff says that Julie is half Negro and married to a white, which is illegal there. Andy fires Pete for accusing Julie. Steve and Julie say good-bye to the others and leave. Joe sings “Old Man River.”
Andy lets Gaylord come aboard. Andy rehearses Gaylord and Magnolia, and Parthy tells them not to kiss.
Gaylord and Magnolia want to marry, but Parthy does not approve. Magnolia sings “You Are Love” with Gaylord.
Gaylord gambles in Chicago and wins and then loses. He and Magnolia sing “Why Do I Love You?” He sells the jewels he gave her to pay his debts, and they sneak out of the hotel without paying their bill. Magnolia tells Gaylord she cannot compete with Lady Luck and says he is weak. Ellie May and Frank arrive, and Magnolia learns that Gaylord left.
Julie drinks during rehearsal and sings “Bill.” Frank and Ellie May introduce Magnolia to the boss, and she sings. Julie learns what happened to her and quits so Magnolia can get her job.
Andy is tipsy on New Year’s Eve. Ellie May sings “Life Upon the Wicked Stage” and dances with Frank. Andy is stunned to see Magnolia, who sings “After the Ball.” At midnight they embrace. Magnolia tells Andy she is going to have a baby and that Gaylord does not know.
Magnolia has a girl named Kim. Gaylord gambles. Kim dances with Andy. Gaylord sees drunk Julie and knocks down the man who is bothering her. She learns who Gaylord is and tells him he has a daughter.
Gaylord finds Kim, who says a doll is her make-believe daddy. He sings “Make Believe,” and Magnolia sees him. They embrace. Parthy kisses Andy. Joe sings “Old Man River,” and from shore Julie sees Magnolia and Gaylord kiss.
Unfortunately fear of racism prevented Lena Horne from getting the role of Julie. This remade musical entertains and carries powerful warnings about racism, gambling, and alcoholism.