Based on the play by Isobel Lennart with songs by Jule Styne and Bob Merrill and directed by William Wyler, Fanny Brice from the lower east side becomes a comic hit in the Ziegfeld Follies and marries a handsome gambler.
Fanny Brice (Barbra Streisand) sees the marquee that shows she is starring in the Ziegfeld Follies and goes into the theater. She looks in a mirror and calls herself “gorgeous.” She plays a few notes on the piano on stage in the empty theater and remembers applause. She pretends to shoot at the audience. She takes a seat in the audience, and Emma comes on stage calling for her. Fanny says she never sat there before. Emma says tonight is the big night for her. She offers her coffee, and Fanny says she will sit there for a while. Emma says that Ziegfeld wants to see her in his office. She asks Mrs. Strakosh if she heard that, and she remembers the past.
Mrs. Strakosh (Mae Questel) and three other women are playing cards while young Fanny stands by them. Her mother Rose Brice (Kay Medford) stands up and sings “If a Girl Isn’t Pretty.”
Fanny goes to the theater and persuades the man at the door to let her in and put on her make-up.
On stage Fanny rehearses a dance with six other chorus girls. The director Keeney (Frank Faylen) fires Fanny. She says she has been on the stage since she was ten. He tells her she does not look like the other girls. Fanny argues that she is a bagel on a plate of onion rolls. She sings “I’m the Greatest Star” while Keeney and his assistant Eddie Ryan (Lee Allen) escort her out.
Outside Fanny talks to kids and continues singing. She goes back in the theater and finds it empty, but she sings on the stage. One person applauds, and Ryan tells her that she is not a chorus girl but a comic. She tried out for the chorus because that is what they were looking for. He says he hired her because she wanted it so much. He asks if she can roller-skate because he is trying out a novelty number tomorrow and invites her to come.
Fanny is dancing with other chorus girls on roller skates, but she is the worst at roller-skating. Keeney kicks Ryan, but the audience laughs at her. She is sent out for a curtain call and sings “I’d Rather Be Blue Over You.” Backstage she tells Keeney that they like her, and he says he is paying her for that. In the dressing-room she talks with the chorus girls and says she will have Ziegfeld call on her. They hear a knock, and she learns that it is Nick Arnstein (Omar Sharif). They step out of the dressing-room and talk. He says she is going to be a big star some day. Keeney offers Fanny $25 a week, but Nick offers her $35. They bid up, and Keeney gets her for $50 a week. Nick says he took a chance. Two pretty women and a man urge Nick to hurry up, and Fanny asks if those are his. He says they are going to Del Monaco’s and invites her to join them. He says they will wait while she changes. She says she would have to change too much, and he laughs. She offers him some jokes to take, and he says he hopes he will see her again soon. They shake hands, and she advises him to have starch put in the last rinse to keep his shirts from going limp. He goes out, and she sings his name.
Outside by a street market a telegram is delivered. Fanny asks Ryan how he likes her new song. He likes the old one, but she says she has been singing it for six months. Fanny goes home, and her mother shows her the telegram from Ziegfeld asking her to meet him. She says Nick must have talked to him. She says it is too quick because she has not suffered enough. Her mother and the assistant say she has not got the job yet.
Florenz Ziegfeld (Walter Pidgeon) sits in a theater as Fanny on stage sings “Second Hand Rose.” He asks John to get the bride music for her. He says she will do “Second Hand Rose” in the first act and the new song in the finale. He says Tony will teach it to her. She looks at the music and goes back and waves to Ziegfeld in the balcony. She says she does not want to be in the finale. She cannot sing “I am the beautiful reflection of my love’s affection.” He asks, “Why not?” She says it is embarrassing. He says she is in his theater, and he is coming down. The stage manager is worried and tells them all to take five. Georgia James (Anne Francis) introduces herself to her and advises her to tell him she was wrong. Fanny says she was not wrong. Ziegfeld reminds her that she said she would do whatever he wanted. He needs a strong voice in the finale. If she does not do the finale, she is not in the follies. She says he wins, though not fairly. Ziegfeld tells them to do the finale. Fanny asks if she can hum it, and he orders her to sing it as written and walks off.
The finale performance begins with men singing and introducing a beautiful Ziegfeld girl. The men sing the song. Scantily clad women are displayed on steps. The beautiful bride is introduced, and Fanny appears in a wedding dress as pregnant and sings “His Love Makes Me Beautiful.” Ziegfeld is upset and comes down to the main floor and sees the audience laughing. After the number Ziegfeld is backstage and thanks those behind the curtain. He takes Fanny’s hand and leads her top her dressing-room. There he waits for her explanation. She says she couldn’t do it straight because they would have laughed at her. She got them to laugh with her rather than at her. They hear a knock and Rose comes in with Mrs. Strakosh and Eddie Ryan. Rose tells Ziegfeld he has a hit and asks who would think of such a thing. They invite him to come for free beer and go out. Ziegfeld says her mother is charming, and he ought to fire her; but she got five curtain calls, and he will give her another chance. He warns her not to disobey his orders ever again. She says she will not use the pillow; but he says she must keep it because the audience liked it. He says he will give her a new song, but she says she has to choose her own songs. They hear a knock, and she opens the door. Nick is there, and Ziegfeld says hello to him. Ziegfeld leaves, and Nick says she had her own way in the show. He says he sent her roses, and she admires them. She reads the card that says he told her so. He invites her to go out, but she says she has to go to her mother’s. She invites him, and he accepts. She is surprised, and he tells her to get dressed.
At Brige’s bar Nick dances with Fanny. Rose and her friends talk about how good-looking Nick is. Fanny asks what he does, and he says he lives. He also gambles on the side like she did tonight. Nick dances with Mrs. Strakosh who asks if he is married. He says no. The ladies ask him to play poker with a three-cent limit. He laughs and agrees. He deals, and Rose says he fits in too well there. Fanny says a gentleman fits in anywhere. In the game Nick sees he has four aces, and he folds. He pays the tiny amount he owes to each. Mrs. Strakosh says she would like to dance at their wedding. She has Fanny sit down, and she is angry at Strakosh.
Nick takes her outside, and a neighbor from a window congratulates her. She says she likes her neighborhood where everybody knows everybody. He says anyone would care about her, and she asks if it is because she is funny. She has imagined him all over the world but not in Henry Street. She admits she talks a lot, and he says he likes that. He asks her if she wants one special person. She says she has not had time. She asks about him, and he says he knows thousands of gorgeous girls. He says that way he does not get too involved and feels free. As they walk on the empty street at night, she sings “People.” He says she is enchanting and wants to get to know her better. He says he is going on a train to Kentucky in the morning. She asks why, and he says he breeds horses. She asks if they can’t do it alone. He would invite her to go with him but for the Follies, and she refers to it as an indecent proposal. He tells her how he travels around but does not have definite plans that tie him down. He kisses her slowly. He gets in his car, says goodbye, and drives off. She sings some more about people who need people.
Ziegfeld girls get off a train. A woman learns it is 7 a.m., and they are in Baltimore. A reporter asks for Fanny Brice and takes pictures of her. She sees Nick who says he is glad to see her. She says she never saw him in broad daylight before. He says it has been more than a year and invites her to dinner. He admits he came there to meet Elsie and shows her that Elsie is a horse. She says she has other plans. He refuses to give up and asks where she is staying. He says he will make a reservation for them and hopes she will come.
In her hotel room Fanny talks with Emma about what she said and did. Emma asks why she is going.
Fanny knocks on a door, and Nick in a private dining-room opens the door. She drops her wrap, and he picks it up. She asks if he is planning to make advances. He says it seems possible. She asks if it will be before or after dinner. She says she lives on stage, and he says she misses too much. They tell each other what they are doing. He has a horse in a race. She picks up marble shaped like an egg, and he says it is for her. He serves sherry as she sits down on a couch. She drinks it all down and gags. He asks why she is angry. She asks who is angry. He asks again, and she reacts angrily. She says she is not a kid anymore, and he is not slumming. He tries to explain why he did not call her after he got back from Kentucky. He says he wanted to stay away from her because they were heading for something she would not have known how to handle. She asks if he thinks she can now. He says it is time she learned. She suggests they order, and he presses a button on the wall. A waiter comes in with a menu, and Nick orders in French. She says she would have ordered roast beef and potatoes, and he says he did. She laughs and says how will she know when he is making advances. He sings “You Are Woman, I Am Man.” As the waiter serves food, her voice is heard singing her thoughts and fears. He hands her a cracker with chopped liver. She wonders how most girls slip, and he kisses her and holds her on the couch. He turns out the light, sings, and kisses her.
The ladies are playing poker, and Rose says she telephoned long distance. She says she was laughing. Suddenly she is visiting various places, and Rose implies it is Nick.
Nick and Fanny are eating lobster, and she orders more. Nick says he is proud he introduced her to lobster, and she says, “And to other things.” She wishes he would come with them to Chicago. He was going to, but now he can’t. He says he lost everything when Elsie lost. He says he has his gambling money and is going to New York and on a ship to Europe. She asks why, and he says he plays cards on the ship with rich men. That is how he makes his living. He says she is too busy to get lonesome. She gets up to go to the theater.
Outside on a pier she says he changed her life and then walked out. He says he will be back in her life soon and says he loves her. She asks if he means it, and he kisses her. He says this was the most beautiful week in his life. He says he has to hurry. She offers to go to the station with him, but he is afraid he will cry.
Fanny sits down at the train station with the Ziegfeld girls. A man delivers flowers to her from Nick, and she says she feels better. She tips him $10. Fanny asks where Emma is and says she is not going to Chicago. She finds Emma and tells her to take her bags. Georgia hands the phone to Fanny and tells her that she told him. Fanny tells Ziegfeld that he does not need her. He calls her unprofessional, and she tells him to simmer down. She says she wants a personal life and will have it. She asks him to wish her luck, and he hangs up. Fanny tells Georgia and the girls that she is going to New York and then to Europe with Nick. Georgia asks if he invited her to go with him. Fanny says this is right for her. The girls try to persuade her not to quit. Fanny sings “Don’t Rain on My Parade” as she goes on the train alone and takes a taxi to the dock. Fanny gets on a small boat.
On the ship in his room Nick has ordered his suitcases out and sees Fanny at his door. They embrace each other and kiss. He says she is crazy and asks what she is doing there. She says she is not out for his fortune and will not tie him down. The waiter says he liked her show and calls him Mr. Brice.
Nick and Fanny dine together. He says the captain has invited them to his cabin for cocktails. She says he is Park Avenue while she is lower east side. She says where she comes from when two people love each other, they talk about getting married. She tells him to forget she mentioned it. He says it is the same where he came from. She suggests he pop question so that she can think about it. He asks, “Why don’t we get married?” She asks when and is eager. He says he must first win a bankroll. She says she wants to be a Sadie, a married lady. She asks if she can watch him, and he asks if she can do it with no expression.
At the poker game Fanny looks worried while Nick plays against a rich men who bets $1,000. Nick raises him $1,000. The man thinks he is bluffing and calls him. Nick says he has three kings. He wins, and Fanny laughs. Nick excuses them and goes aside with her. She asks him to quit, but he says he never stops while on a winning streak. He goes back to the game alone.
Fanny is lying on a sofa when Nick comes in. She is anxious to hear how he did, and he talks of other things. He calls her Sadie and shows her a pile of cash. She is very happy.
While lying on a bed with a large diamond ring Fanny sings “Sadie, Sadie.”
Rose gets a postcard and smiles.
Fanny and Nick enjoy a luxurious mansion, and she sings. They entertain Ziegfeld and others at a garden table.
Fanny and Nick admire their baby, and he gives her a pearl necklace. He says she could loan it to Fanny.
Fanny does exercises, and Ryan concedes that her daughter is pretty. He asks about Nick, and she says he calls her every night.
Fanny sees Nick in a taxi, and she runs to meet him in front of the mansion. They hear the baby, and Emma welcomes him back. He tells the baby to stop crying, and she does. Fanny has Emma take the baby up. She asks if he lost his ruffled shirt. He says they struck everything except oil. She says he will think of something better. She is tired of going back and forth to the theater, and he says they will get an apartment in town.
Nick enters a gambling hall and tells Tom Branca (Gerald Mohr) that it looks beautiful. Tom asks when he got back and why he has not come in earlier. Nick says his wife is opening a new show. Tom says he is sorry about the oil wells. Nick says now news on him travels fast. Tom says the spotlight on his wife lights him up too. Nick asks about action in the back room.
Fanny asks Ryan where Nick is. She is worried.
In a poker game a man raises $500. Nick sees the man playing with his chips and folds. Tom invites the men to have food and liquor. He tells Nick it is after nine. Nick is told that Emma is calling from the theater. He says to tell them he will be there for the second act.
In the theater a ballet is performed, and Fanny dances and sings “The Swan” in a comic style. She is pulled up in the air by wires.
Fanny is smoking at home when Nick comes in and sees her. He apologizes and asks how it went with the reviews. He picks up the newspapers and says he is happy for her. He asks how the party was. She says there was no party because she was not in the mood. She says she was trying to make them laugh and felt bad her husband was not there. She says a lousy poker game was more important. He says it is his work, and he has not done well lately. But tonight he was winning until his luck changed again. He says she would not know because she never loses.
Rose is playing solitaire. Fanny hangs up the phone, laughs, and says her husband told her a guy had a deal for her. He put in a word for her. Fanny kisses her mother, and Rose asks if she ever butted into her life. Rose does not criticize Nick, but she is surprised at Fanny. She advises her to love him less and help him more. Rose says he is drowning because he owes money everywhere. Everybody knows except her. She advises her to talk to her husband about what he should do.
At a race track Nick collects his winnings, and Peterson asks him if that is for him. Peterson asks him to help him on a bond deal, and he will forget his debt. He says he could make a lot on it. Nick says no and gets angry when Peterson mentions that he has Fanny Brice as a meal ticket.
Nick comes in and asks the maid Hilda if Mr. Branca is there yet. Nick says he will pay her for the past two months, but she says Mrs. Arnstein paid them already and in advance. Branca comes in and likes the place. Nick gives him a drink. Branca says the place is crowded earlier and earlier. Fanny comes in and shakes Branca’s hand. She starts to leave, and Nick tells her to come back. She pours a drink, and Branca tells Nick the place is doing so well that men want him to open a new place on the east side. He says they want him to be a partner and get a cut for running the place. Fanny says he would be good at it. Nick likes the idea, but he asks how much he has to put up for the partnership. He asks how much he and the others are putting in. Branca says they are putting in $50,000. Nick questions how he gets a full partnership for nothing. He asks Fanny how much she is putting in, and she says $50,000. Nick apologizes to Tom for wasting his time and shakes his hand. He walks him to the door, and Branca goes out. Fanny says she was just trying to help. He says he does not want that kind of help. He says she has to go to the theater. She says she can’t go like this. She saw how unhappy he is and wanted to help him. He realizes she did it out of love, gets her coat, and opens the door. She puts it on and goes out. Nick looks in the phone book and calls Peterson.
Fanny takes a bow and comes offstage. In her dressing-room she finds Ziegfeld and Ryan who says that Nick is in trouble. Ryan says he got involved in a phony bond deal. Ziegfeld says they got him Nick Fallon, the best criminal lawyer in New York. He says that Nick gave himself up. She asks if he is in jail, and Ziegfeld says yes. She wants to see him, and Ryan says they won’t let her. Ziegfeld says he does not want to see her. She asks if Nick would have known they are phony, and Ziegfeld says that is his defense. Ziegfeld warns her to leave from his office because of the reporters.
Fanny goes out and make jokes in her costume for the reporters. She says her dope was an innocent dupe. They say he may go to prison. She says her name is Mrs. Arnstein and does not answer the question whether she still loves him. She runs off.
In the courtroom the charge is read, and the lawyer Bill Fallon asks for a postponement. Nick stands up and says he does not want a postponement because he wants to plead guilty. Fallon sits down, and the judge says he will see them in his chambers.
Fanny is waiting. Fallon says he is sorry as he brings Nick to her and goes out. She asks Nick what happened. He says he got the minimum sentence of two years, but he may get out in eighteen months. She asks him why. She says he could have said that Peterson tricked him. He says he did not trick him. He wants her to divorce him. She asks why, and he says they are no good for each other. She believes he is good for her. He says he tried to catch up with her, and he realizes now he never will. He does not want to try. She does not want him to go off to prison, and he asks if it will be bad publicity. She says he may mean this now but asks him to leave it for now. If he feels the same when he comes home, she will not fight him. He says okay and kisses her. He tells her to take care of herself and enjoy herself. He says nothing bothers her when she is on stage. He says she is the strongest woman in the world. They hug and kiss, and he goes out after calling her “funny girl.” She sings “Funny Girl.”
In her dressing-room Emma asks Fanny if she is all right. Emma goes out as Ziegfeld comes in and says he is worried about her. Fanny says if Nick wants them to go on, she does not want to make the same mistakes. She is going to give up the theater and hopes that Ziegfeld will be a sport. He says he won’t be but won’t worry about it until it happens. He kisses her on the forehead and tells her to be happy and then goes out. Fanny looks in the mirror and sees Nick has come in. He says hello. She smiles and says he must be the fella she met one night. She says she feels like a kid on a blind date. She goes to him and puts her arms around him, holding him. He is sad. She asks if he saw the baby yet. He says he came straight there. She says she is gorgeous and looks like him. She says she is lucky. He walks away and says he thought about it for eighteen months. She says she never thought about it until today. She sits down and says he is right. She says he did much for her. He asks what, and she says she gave him the marble egg, and he made her feel beautiful for a long time. He says she is beautiful and smiles. They hear a knock and a five-minute notice. He says many people are waiting for her. He says goodbye and goes out. After the door closes, she says goodbye.
On stage Fanny with tears in her eyes sings “My Man.”
This musical biopic portrays the talented Fanny Brice who used her talent for comedy to make the Ziegfeld Follies much more entertaining. The inability of the gambler to adjust to her being more famous and wealthy than he reflects the changing situation for men when women are especially successful. Another theme is that gambling does not really produce additional value that would be a steady income, and the temptation to cheat to make it do so can have serious consequences.