On the run for an unpaid cafe bill, composer Victor Florescu jumps into a taxi occupied by Shirley Sheridan, who has just arrived in Brussels. It turns out she is staying at Pension La Fitte, directly opposite Pension La Tour, where Victor lives. Victor insists on paying the fare, but has no money, so the driver keeps his bundle of music until the 12 francs are paid.
Shirley Sheridan (Jeanette MacDonald) is unenthusiastic about sharing a taxi with Victor Florescu (Ramon Novarro)
Victor finds his music teacher, Professor Bertier, waiting for him. The Professor has arranged for the French impresario Jules Daudet to listen to Victor’s music. If he likes it, Victor will be commissioned to write an operetta. But Victor does not have his music and cannot play without it.
Trying to reconstruct his composition, Victor is distracted by Shirley playing the piano in the room opposite, but forgets his anger when he sees who is playing. Victor crosses to Shirley’s room and tells her he adores her. He also gives advice on a composition she is working on. They become friends, but then Victor kisses her and Shirley slaps him. Victor remembers he must find his music and rushes out.
Victor plays his music to Jules Daudet (Frank Morgan), while Professor Bertier (Jean Hersholt) looks on
Just as he is despairing, he spots the taxi driver. While arguing, they are approached by the newly-rich Charles, who likes music and lends Victor the 12 francs.
Victor races to keep his appointment with Daudet and collides with him as he is leaving the Conservatoire. Affronted, Daudet finally agrees to go back and listen to the music after Victor makes an impassioned speech about falling in love.
Shirley arrives while the other students are listening to Victor perform [The Breeze Kissed Your Hair]. Daudet agrees to produce Victor’s operetta, but is more intent on Shirley, who performs her song for him and the Professor [The Night Was Made for Love]. Daudet offers to publish it, but Shirley is upset by his advances, slaps him and leaves. Daudet decides to stay in Brussels, rather than return to Paris.
It rains that evening, and Victor arrives at Shirley’s room with pans to catch the rain he knew would be coming through the roof. They kiss, but are interrupted by Charles, who has tracked down Victor because he wants harp lessons. Victor’s friends arrive and there is a party. Victor declares in front of everyone that he adores Shirley [She Didn’t Say Yes].
Charles (Charles Butterworth), with harp
Daudet calls and courteously offers to support Shirley financially and in other ways. She declines and he knows it is because she loves Victor. Daudet warns her that Victor is selfish. He tries to prove this by telling Victor that he must leave for Paris immediately or there will be no operetta, but Victor refuses to go.
Daudet publishes Shirley’s song and it is a great success.
Victor and Shirley are living together in Paris, where he is struggling to finish his operetta and she is a successful songwriter. He helps Shirley complete her new song for Daudet [I Watched the Love Parade]. Shirley offers to go back to Brussels if it would help Victor with his work. She also suggests Victor approach Odette Brieux, a wealthy opera singer, about appearing in his operetta. Victor visits Odette, and she is interested [A New Love is Old].
Daudet tells Victor that Shirley will be throwing away a great career if she goes back to Brussels. Victor tells Shirley that he is no longer in love with her, and that he is looking to Odette to help him stage his operetta [A New Love is Old].
Victor watches Shirley save his show
Later, Victor’s The Cat and the Fiddle is in rehearsal, with Odette in the lead. She is trying, unsuccessfully, to seduce Victor, who tells her he is in love with someone else. Odette kisses Victor and her husband walks in. He demands that Odette leave the show, which is due to open the next day.
Victor is forced to give the theatre’s owner a cheque for 10,000 francs, which he does not have the funds to cover. The leading man and the orchestra walk out, but most of the cast agree to support Victor. Charles sees in a newspaper that Shirley is about to marry Daudet.
Victor asks the Professor and the students to help him by standing in as orchestra. Charles goes to Shirley and tells her what trouble Victor is in, and how the songs in the show were inspired by her [Try to Forget].
On opening night, the Professor and his students arrive. Charles has found a very unsuitable leading lady, Lotte Lengel: “she’s old, but she’s got good references”. Charles tells Victor about Shirley’s marriage. The curtain goes up [Don’t Ask Me Not to Sing]. Victor finds Lotte drunk in her dressing room, but then hears Shirley’s voice, singing on the stage [A New Love is Old].
Between songs, Shirley tells Victor that she has delayed her wedding by one day and is only there to save him from jail. Daudet says it was his idea that Shirley perform, so that she would not reproach herself later. Victor tells her that he only pretended not to love her, but she does not appear to listen. As they perform, the show reflects their real situation and Shirley begins to waver [I Watched the Love Parade; One Moment Alone]. In the wings, Daudet realizes he is beaten. They kiss, and the curtain comes down to rapturous applause.
Sylvia Bruce teaches French at Briarcroft School, but dreams of another life. Listening to crooner Bill Williams on the radio [Our Big Love Scene], she decides to pack a bag and set off to find life, love and music.
Sylvia Bruce (Marion Davies) wishes on a star
In New York, Bill Williams has to record a song [Beautiful Girl] before leaving for Hollywood. He will be travelling with his French co-star, Lili Yvonne. Sylvia sneaks into Bill’s room to thank him for the way his music has changed her life.
Bill wants to board his train without anyone knocking, so he can avoid the big send-off arranged by his publicist, Jack Thompson. But at Grand Central Station, he is besieged by reporters and fans. Bill makes a run for it [Just an Echo in the Valley], with the crowd in pursuit [Going Hollywood].
On the train, Bill finds Bert Conroy, the director of the film, Ernest Pratt Baker, who is financing it, and Sylvia, who shocks Bill by telling him she loves him.
Later, Bill is surprised again when he finds that Lili has hired Sylvia to be her maid. This is short-lived, because Bill tells the jealous Lili that Sylvia loves him, leading Lili to slap Sylvia.
Crooner Bill Williams (Bing Crosby) seems pleased to see Sylvia on the train
Later, in Hollywood, on the first day of filming, Bert already thinks both the picture and Lili are “a bust”. Sylvia meets Jill Barker, who is trying to break into movies. Sylvia becomes Jill’s roommate at Ailoha Bungalow Court., where she dreams about Bill [We’ll Make Hay While the Sun Shines].
Later, on the set, Sylvia turns up as an extra in blackface. Bill apologizes for the way Lili treated her on the train. Lili finds them together and slaps Sylvia again.
Ernest gets Sylvia and Jill jobs in the chorus. On location, Lili performs her number [Cinderella’s Fella], which Bert thinks is terrible. Lili quits, but Bill persuades her to change her mind.
During a break [medley], Sylvia impersonates Lili Cinderella’s Fella]. Lili slaps Sylvia for the third time, but this time Sylia hits back. Ernest asserts himself and gives the lead in the picture to Sylvia. Bill invites Sylvia to dinner [After Sundown]. Bill tells Sylvia he is through with Lili. but is irritated when Sylvia will not go back to his apartment with him. He drops her off, but forgets his hat. Sylvia takes the hat to him, but finds he is with Lili.
Sylvia tracks down Bill and Lili Yvonne (Fifi D’Orsay) in a Mexican dive
Next day, Ernest warns Bert that Lili is trying to get Bill to walk off the picture. Bill does not understand why Sylvia is avoiding him. She tells him he is a fake, like everything else in Hollywood. Bill goes on a bender with Lili, ending up in Mexico, and the studio decides to replace him. Sylvia and Jill track him down, and Sylvia reminds him that he said he loved her. She asks Bill to come back with her, but Lili restrains him [Temptation].
Back at the studio, they are about to start filming with a replacement when Bill arrives [Our Big Love Scene]. Sylvia and Bill kiss.
Tod Newton and a bunch of swells get tickets for a burlesque show [Hold Your Man]. There is a police raid and both performers and audience are hauled off to the night court. Janie Barlow tells the judge she was stripping in a burlesque because it was the only dancing work she could find and she has to eat. She is sentenced to a $30 fine or 30 days in jail. Tod pays her fine and buys her a meal. Janie is grateful, but makes it clear she has no interest in being kept by a rich man.
Janie (Joan Crawford) and friends whip off their skirts at the burlesque
At home, Janie reads a note given to her by Tod. It gives her advice on grammar and clothes, and contains $50, “to buy a dress without a zipper”. Janie tells her roommate Rosetta that she is quitting burlesque. Patch Gallagher is putting on a new show, and Janie is determined to get a part in it.
Next day, Janie goes to the Bradley Theatre, where Patch has, reluctantly, cast Vivien Warner in the lead. Janie cannot get in to see him, but she follows him out of the theatre and then follows him around for days. She runs into Tod, who has been looking for her. He gives her a letter of introduction to Jasper Bradley, Patch’s boss, and promises to ask for nothing in return.
Patch tells his assistant, Steve, to audition Janie and then give her the brush-off. But Steve is impressed by Janie’s dancing and calls Patch. Patch gives her a job and tells her to stop following him.
Janie helps Harry (Larry Fine) with his jigsaw puzzle
Next day, Tod and Bradley discuss Tod’s secret backing of the show. He arranges for Janie to be paid during rehearsals, unlike the other members of the chorus. Tod arranges a party for the whole company [Everything I Have Is Yours]. Tod and Janie kiss, but then she goes home.
Next morning, Patch finds Janie working out in the gym, even though she has the morning off. They spar with each other, and Patch mentions the possibility of giving Janie a speciality number. Tod takes Janie to his home in the country, where she meets his family.
Tod asks Janie to marry him, but she says her career is more important and tells him about the speciality number. She agrees to marry him if the show is not a success.
Patch decides he wants the show rewritten and modernized, and he offers Janie the top spot. [My Dancing Lady].
While rehearsing with Fred Astaire [Heigh-Ho, the Gang’s All Here], Janie’s leg gives way. Massaging her leg, Patch asks Janie about newspaper stories concerning the crowd she is running with. He advises her not to marry into money. Janies assures him she is not planning to quit on him.
Bradley suddenly cancels the show and leaves for France. Tod invites Janie on a cruise to Cuba. Patch shows his unhappiness when Janie tells him she is probably getting married.
Janie and Patch (Clark Gable) bicker in the gym–a necessary preliminary to falling in love
Patch decides to produce the show using his own money. He tells Steve to bring back Vivien, because Janie has “gone Park Avenue”.
Janie has no fun in Cuba and asks Tod to take her home. Back in New York, Patch, who is not getting on with Vivien, learns that Tod had paid Bradley to close the show.
The night before the show opens, Janie finds Patch drunk in a nightclub. He tells her the truth about Tod’s involvement with the show. Janie follows Patch back to his apartment and goads him into putting her back in the show. They rehearse all night and the show opens [Heigh-Ho, the Gang’s All Here; Let ‘s Go Bavarian]. Tod is in the audience. [(That’s The) Rhythm of the Day]. The show is a success.
Tod asks Janie to marry him and continue with her career, but she says their worlds will not mix. Janie tells Patch that Tod is gone for good and they kiss.
Ralph Martin is performing a patter song, which is interrupted by banging from backstage. Good naturedly, he explains to the audience that it is the Lorraines.
Kitty Lorraine and her husband Fred are preparing for his trapeze act, and inform a stagehand that next year there will be three of them visiting the theatre. Kitty has had to give up performing in the act.
Ralph introduces Fred and informs the audience that Kitty is pregnant. Kitty and Ralph watch Fred perform from the side of the stage. A blonde performer reminds Kitty the doctor told her not to come into the theatre, but Kitty says Fred could not do the act without her. Suddenly, Fred falls. He dies in Kitty’s arms.
Kitty Lorraine (Alice Brady) and her unnamed friend watch her husband Fred, who is about to fall to his death
Later, Ralph and the blonde visit Kitty and her new baby daughter. Kitty tells them she is going to live in Boston with Fred’s people. When they are alone, Ralph asks Kitty to join his act and go on a tour of Australia. He hints they might marry. Kitty is grateful, but declines. On the way out, Ralph gives the landlady money to pass on to Kitty.
Kitty and the baby, Shirley. arrive at the house of Fred’s parents. She meets them and his sister Ida for the first time. The parents are kind, while Ida seems stern, and Kitty admits to being nervous. The family explains that Fred’s stage career was a great sorrow to them. Kitty hopes to be able to make it as a single act if they will look after the baby. Mrs Lorraine tells her she can stay with them, if she will give up the stage. Kitty says she is not sure she could stand being idle and dependent. Mr Lorraine responds that she could get some other kind of job. Kitty is upset, telling them they are taking out their grudge on Fred against her, but she gives in.
Four years later, Kitty is working in the music section of a department store. [Any Little Girl, That’s a Nice Little Girl, Is the Right Little Girl for Me]. She is spotted performing by Ralph, who joins her in the song. Ralph tells her again she should join his act. The store manager fires Kitty, and Ralph invites her to dinner.
Outside the Lorraines’ house, Ralph tells Kitty he loves her, and kisses her. Ida opens the door and orders Kitty inside. They quarrel and Ida tells Kitty she must leave the house. Kitty wakes up Shirley and starts to dress her. Mrs Lorraine tells her touring theatres will be no life for Shirley. Kitty is persuaded to leave her daughter behind. She says a tearful goodbye to Shirley, asking that she never forget her.
Four years later, Kitty is putting on her makeup in a dressing room when a drunken Ralph is thrown through the door by an angry husband. Kitty makes it clear this is not the first time this has happened. Ralph attempts to put on his makeup, telling her the girl he is seeing is better than an old battleaxe. Ralph collapses, incapable of going on. The manager tells Kitty it is three times and out.
A Variety headline states that Kitty had divorced Ralph. She talks to her agent, who says it is unlikely he can find her any work, as she does not have what it takes to be a solo act. He tentatively offers her a job in his office, and she says she will do it for $30. She can save up to bring Shirley down.
Some years later, Kitty meets teenage Shirley at a New York railway station. Shirley is wearing glasses and dowdily dressed, so that Kitty barely recognizes her.
Teenage Shirley Lorraine (Margaret O’Sullivan) is welcome to New York by her mother
Later, Kitty is fitting a frilly new dress for a protesting Shirley. Kitty assures her mother knows best, and announces that she will be starting dancing lessons the next day, because she is going to be a big star. Shirley protests, but is soon attending a ballet class, while Kitty sits with the other mothers. The instructor, Mr Sterling, assures her Shirley will be ready for professional appearances in a few months.
Kitty quits her job, explaining that her daughter is 16 now and needs to find work. The agent protests that Shirley is too young and tells Kitty that she will not be thanked when Shirley realizes she is missing out on her childhood. Kitty tells him she plans to take her daughter to see Mark Thorne, whose variety act is the best training school for you dancers. She has huge ambitions for Shirley, “with no funny business en route”.
Next day, Kitty and Shirley arrive at the auditions, where every type of young variety performer is represented, with plenty of stage mothers present. Thorne is bored by the bad singers [When Irish Eyes are Smiling], contortionists and dancers [How’m I Doin’?], but sits up when Shirley dances [The Wedding of the Painted Doll]. He asks to see her in his office the next day.
The Thorne show goes on tour. Backstage one day, Kitty sees Francis Nolan hitting on Shirley, but her stare is enough to get rid of him. Later, however, he finds Shirley dressing. Initially resisting, Shirey gives in to his kissing. Kitty walks in on them and beats Francis out of the room with a stick. Behind the closed door, she is clearly beating Shirley.
The tour ends at the Palace in New York. Kitty gives tickets to her friends, on the condition they show loud appreciation for Shirley.
Shirley dances in the opening [Beautiful Girl], and gets enthusiastic applause. In the dressing room, Kitty tells her she is going to be the biggest hit in town. Shirley gets a telegram from New York’s biggest theatrical agent, offering her a part in a big new show. Mark Thorne refuses to let her out of her five-year contract, until Kitty tells him she has pictures of him with another performer which he would not want to get into the hands of the press. Thorne gives in to the blackmail.
Kitty paints Shirley’s toenails on the train to Boston
Variety announces Shirley has joined the new show. Kitty and Shirley are on a train for a Boston try-out, after five weeks’ rehearsal. Kitty cannot understand why Shirley wants to visit the house she grew up in; her grandma and Aunt Ida are dead. Kitty tells Shirley not to try too hard at the dress rehearsal, but to save it for opening night.
Shirley goes to the old house and meets Warren Foster, the new owner. He is a painter and has made it bright and cheerful. He finagles a lunch date for the next day. Back at the theatre, Shirley is told her mother is in hospital.
At the hospital, Shirley learns Kitty has to have her appendix removed, though her mother disputes it. She will be there for a couple of weeks. When Shirley leaves, Kitty is suspicious.
Next day, Shirley is on a picnic with Warren. She tells him that, for the first time in her life, she is completely free. Warren talks about love, and kisses her.
In the hospital, Kitty is sending Shirley instructions even as she wheeled to the operating theatre; only the anaesthetic makes her shut up.
One evening, in Warren’s garden, he tells Shirley he loves her. She reminds him the show leaves for New York in the morning.
Some time later, Kitty finds a letter for Shirley at the theatre. She reads it, bribes the doorman not to give any further letters to Shirley, and leaves for Boston.
Later, during a performance, Shirley finds Warren in her dressing room. He is angry, and tells her he has paid $10,000 for her. Shirley is confused, but Warren explains that Kitty has extorted the money from his mother. He will not believe that Shirley knew nothing about it. She throws him out and is distraught when called to the stage. [I’m Dancing on a Rainbow]. At the end of the number, Shirley accepts her applause through tears. In the dressing room, Kitty congratulates her on being a big hit. Shirley tells her mother what Warren had said. Kitty admits what she did, claiming Mrs Foster, like everyone in Boston, despised stage people. She only took the money to end the situation and says she will send it back. She could not let Shirley ruin her career. Kitty insists Warren would never have married her, saying that if he really cared for her, he would not have walked out. Kitty repeats that Shirley’s career is all that matters, and asks her to give it a year, promising to accept the result if Shirley remains unconvinced. Kitty wants Shirley to go to a party being given by Al Dexter, a local politician who may back her career.
Shirley and Kitty are welcomed to his party by Al Dexter (Alan Edwards)
At the party, Rico, Dexter’s campaign manager, discusses his campaign to get Shirley, and wishes he would back off until the real campaign is over. Kitty and Shirley arrive and Dexter toasts Shirley. When they are alone, Dexter tells Shirley she has the greatest city in the world at her feet. He is surprised that she is uninterested in success. They kiss.
Later, Rico reads a press report to Dexter’s backers, stating that the candidate is about to become a theatrical angel. The news is damaging his chances, so they decide to talk to Kitty.
Rico gives Kitty boat tickets, saying his show is more important than hers. He backs it up with threats about Shirley’s safety. If Kitty and Shirley get on the boat, she can have all the money she wants. The alternative will be tougher. Kitty demands $25,000.
After boarding the ship, Shirley is surrounded by reporters. She accidentally bumps into Lord Aylesworth, and the press decide to make a story of it. Kitty is impressed by the sight of a Lord.
Shirley tells Kitty she wants $10,000 of the money she ‘earned’ by running around with Dexter, so she can be independent for a while. Kitty agrees, then urges her to get acquainted with Aylesworth, who could do a lot for her in London. She leaves the two of them together.
Some time later, Kitty is on a beach in Antibes, watching Shirley swing over the water on a trapeze. She has a flashback of Fred falling.
Aylesworth tells Shirley he is mad about her. He asks if she could live the type of life his family lives, and she says yes. He then asks how her mother might fit into the picture, intimating that she would not fit . She explains that a stage mother is not a real mother, and she will not need a stage mother if she leaves the stage. She agrees to marry him.
Back at the hotel, Shirley tells Kitty she is marrying Aylesworth and that Kitty herself will have no further part to play. She tells her that Warren represented her one chance for happiness and she smashed it up. Aylesworth knows about her past and does not care, but he does not want Kitty around. Shirley tells Kitty that she has denied having a real mother. Distraught, Kitty says she has sacrificed everything for Shirley. Her mother’s tears break down Shirley’s hard veneer and she tells Kitty she loves her; she had thought Kitty was tougher and would be able to take the unvarnished truth. She begs for forgiveness. Kitty asks Shirley if she likes Aylesworth as much as Warren, and Shirley admits she does not. Kitty realizes her ambition for Shirley was selfish, but now wants only her happiness. In her room, she takes out letters to Shirley from Warren in which he apologizes for his behaviour. Then she hears Shirley on the phone, telling Aylesworth that Kitty is her mother and that she loves her and cannot go through with the marriage. Kitty gives her the letters, saying they were opened by some snooping old battleaxe.
Diavolo is returning to his camp [By Yonder Rock Reclining]. He tells his men he has found “a skinny old lord who stinks of gold”, who has a pretty wife with sparkling jewels. He could not steal from them, because he was disguised as the Marquis de San Marco, though he did steal the lady’s heart. Diavolo had travelled in a coach with them, and now describes what happened.
Lady Pamela (Thelma Todd) shows off her jewellery to Diavolo (Dennis King), who is disguised as the Marquis de San Marco
Lord Rocburg was sleeping as Diavolo sang to Lady Pamela [The Gondolier, Fond Passion’s Slave]. He flirts with her and she shows off her jewellery, some of which is hidden inside a fruit cake. Diavolo asks if she is not afraid of bandits, but Pamela assures him they would never find her jewels, nor her husband’s 500,000 francs. Rocberg wakes when he hears his money mentioned and glares at the Marquis, expressing his dislike of popinjays.
Back in the present, Diavolo tells his men to go and rob the coach.
In a nearby town, soldiers are gathered outside the Taverna del CuCu [Drink, For Joy Bestowing]. Inside, the tavern owner Matteo tells Zerlina, his daughter, to stay away from soldiers or his plans for her will be spoiled. Zerlina tells him she loves Lorenzo, but he insists she will marry Francesco tomorrow.
Zerlina runs to tell Lorenzo, who tells her to just refuse to marry Francesco. She explains that Matteo has no money and will lose the tavern if she does not marry a wealthy husband. Lorenzo hopes to catch Diavolo and get the reward money, but Zerlina reminds him he has been searching for months. Lorenzo assured her he is getting closer.
Meanwhile, Stanlio and Ollio are riding through the mountains, on a mule and a horse respectively. Ollio tells Stanlio to give him their money, because it will be safer with him. Holding the two bags, he talks about all the sacrifices they have made to save the money, so that now they can settle down and live off the fat of the land. Two bandits hold them up and take the money.
Ollio says they will have to start all over again, right at the bottom, but Stanlio suggests they start at the top by becoming bandits themselves. Ollio likes the idea, pointing out that they can do it because being a bandit does not require any brains.
Stanlio (Stan Laurel) and Ollio (Oliver Hardy) make a failed attempt to rob an old woodchopper (James C Morton)
They approach an elderly woodchopper and, holding him at gunpoint, demand his money. The woodchopper begs them not to rob him, explaining that he struggles to feed his sixteen children. His story moves the pair to tears and they give him what money they have, only to see him drop it into a big bag of cash.
The woodchoppers flee in panic when they hear Diavolo singing [On Yonder Rock Reclining]. Stanlio and Ollio hide, and a large woodchopper explains that Fra Diavolo will cut their throats. Stanlio is scared, but Ollio assures him that he knows a bandit when she sees one.
Rocberg’s coach arrives in the town and they tell the soldiers they have been robbed and Pamela’s jewels taken {My Lord and Lady Have Been Robbed]. Certain it was Diavolo, Lorenzo leaves with his troops.
In the forest, Stanlio and Ollio come across Diavolo and hold him up. Ollio claims to be Diavolo, and sings ‘On Yonder Rock Reclining’. He forgets the words, but the song is completed by the real Diavolo. Realizing their mistake, Stanlio and Ollio turn to run away, and are confronted by the bandits. Diavolo decides to hang them. When Stanlio pleads for his life, Diavolo says he will be spared if he hangs his friend.
Diavolo admires the jewels, but is angry that his men missed the 500,000 francs. He decides to follow the coach to the inn.
Prevented from running away, Stanlio, after much prevarication, tries to hang Ollio, but the tree breaks under his weight. Diavolo cannot take his men with him because they would be recognized, so he decides to spare Stanlio and Ollio, and take them with him.
At the inn, Rocburg has offered 10,000 francs for the return of the jewels. Pamela has retained one medallion, that was hidden in her cleavage, and the cash, which is sewn into her petticoat.
Stanlio and Ollio carry Diavolo, disguised as the Marquis, to the inn in a sedan chair. Flirting with two servant girls, Stanlio waves his red handkerchief at them and they are attacked by a nearby bull.
Meanwhile, Diavolo continues his flirtation with Pamela, rousing Rogberg’s jealousy.
Stanlio and Ollio see a notice offering 20,000 francs for the capture of Diavolo, and decide to get it for themselves.
Ollio and Stanlio sneak up on Lord Rocberg (James Finlayson), mistaking him for Diavolo
Rocberg attempts to trick Pamela by faking a note from the Marquis and slipping it under her door, but it disappears under a rug. He hides in the Marquis’s room, while Diavolo visits Pamela in her room. Stanlio and Ollio burst into the Marquis’s room and mistakenly bundle Rocberg under his cloak.
Diavolo tries to find out from Pamela the hiding place of the money, but fails. He hears Stanlio and Ollio outside, struggling with their captive, and looks down from the balcony, hearing their betrayal. Realizing their mistake, they flee, with Diavolo in pursuit. He gives them one more chance.
Later, Diavolo puts sleeping powders into wine and tells Stanlio and Ollio to take it to Rocberg, with his compliments. Rocberg refuses to accept it, so Stanlio drinks it himself.
Diavolo tells them to wait in the courtyard until it is quiet, then climb up to the balcony. Drowsy, Stanlio starts to sing ‘On Yonder Rock Reclining’, and Diavolo threatens to cut out his tongue if he ever does it again.
Zerlina sleeps in a bed outside Pamela’s door, in case she is needed in the night, while Ollio struggles to keep Stanlio awake. On his balcony, Diavolo gives the signal for them to climb up. They do so, though with great difficulty. Diavolo leads them across to Pamela’s balcony, while Zerlina settles herself to sleep [For a servant there’s no denying]. Diavolo gives his companions pistols, telling them to cover Rocberg while he searches the room. Then Diavolo hears the soldiers returning [Victory Crowned, Victoria, Victoria, Victoria]. Pamela and Rocberg are awakened. Zerlina rushes downstairs and Stanlio climbs into her bed.
Lorenzo tells Rocberg that they did not catch Diavolo, but they found his hiding place and killed twenty of his men. Rocberg returns to his bed. Diavolo, back on his own balcony, flirts with Pamela, then sees Lorenzo climbing up to Zerlina.
Next morning, preparations are made for Zerlina’s wedding [‘Tis Easter Day, ‘tis Easter Day]. Matteo welcomes Francesco.
Pamela rushes downstairs, crying that her medallion has been stolen. Lorenzo makes it clear that he suspects ‘the Marquis’. Diavolo responds by mentioning the figure he saw climbing up to the balcony during the night and asks Lorenzo what he was doing? Lorenzo refuses to say, but denies stealing the medallion. Diavolo suggests they are all searched, and offers to go first. The medallion is found in Lorenzo’s cloak. Diavolo then pleads for mercy towards Lorenzo, insinuating that he stole because he was in love with Zerlina. Pamela agrees not to press the case. Lorenzo thanks her, but vows to prove his innocence.
Lorenzo instructs his lieutenant to question the Marquis, who seems to be able travel freely without ever being robbed.
Matteo sends Stanlio and Ollio to the cellar to bring up the best wine.
Pamela shows Diavolo the petticoat with the hidden money
‘The Marquis’ tells the lieutenant that he did once see Diavolo singing. [Proudly and Wide, My Standard Flies].
In the cellar, Stanlio and Ollio get into a mess trying to get wine from the barrel. Unknown to Ollio, Stanlio is drinking it and gets drunk. Meanwhile, Diavolo searches again for Rocberg’s money.
Diavolo finally persuades Pamela to reveal where the money is hidden. He then persuades her to change her clothes, so that he can steal the petticoat.
Back upstairs, Stanlio is now very drunk, and embarrasses Zelrina by singing the song they had overheard her singing the previous evening. She explains to Lorenzo, and suggests that, if he was close enough to hear her sing, he might have seen the robber. Lorenzo questions Stanlio and Ollio, and they confusedly say enough to convince him that the Marquis is Diavolo. He orders his men to surround the inn.
Diavolo has the petticoat, but sees that he is trapped. He grabs a sword and prepares to fight his way out [On Yonder Rock Reclining]. All the wedding guests hide. Diavolo and Lorenzo fight. Stanlio stumbles into the duel, disarming Diavolo, who is captured, along with Stanlio and Ollio. Diavolo returns the stolen jewels and Zerlina asks for the 10,000 francs reward. Rocberg says he does not have the cash with him, but Diavolo produces the petticoat and hands over the money to Lorenzo. Rocberg rushes off to find Pamela. Matteo welcomes Lorenzo as his son. Rocberg finds Pamela still waiting for Diavolo.
Diavolo, Stanlio and Ollio are placed in front of a firing squad. Tearfully, Stanlio takes out his red handkerchief, causing the bull to run riot again. In the confusion, all three escape.
Tony Pastor’s Theatre, New York in the 1880s [Hansom Cab Drivers]. Lulu and Ted Hackett are a successful comedy-dance act on the East Coast vaudeville circuit [We Are the Two Hacketts]. They love each other, and Ted’s flirtations with chorus girls are closely watched over by Lulu. Their son, Ted Jr, joins the family act, and the Two Hacketts become the Three Hacketts.
The Three Hacketts (Mickey Rooney, Frank Morgan and Alice Brady) find themselves in conflict with management
Ted Jr is a scene-stealer and already has the same eye for girls as his dad. Lulu’s sister offers to raise Ted Jr on her farm, but Lulu knows the only life her son wants is in show business.
Years later, Ted Jr falls in love with Anne Ainsley, a dancer. He also begins to see that the family’s act is becoming old fashioned. Anne leads her own dance troupe, ‘Anne Ainsley and Her Dancing Dolls’ [The Honeysuckle and the Bee].
Anne and Ted Jr are going out, but Lulu does not approve. Anne tells Ted Jr she has an appointment to see vaudeville star Joe Weber, of the Weber & Fields double act, to talk about a part in their new show. She offers to talk to Weber about Ted Jr, but he is not sure he has the heart to break up the Three Hacketts.
Anne (Madge Evans) and Ted Jr (Russell Hardie) restrain Lulu (Alice Brady)
Weber is impressed by Ted Jr’s loyalty to his parents. He offers him a part in the new show, and also offers to find parts for Lulu and Ted. The parents agree, but only because Ted persuades himself Weber and Fields actually want them as much as they want Ted Jr.
On the opening night [Snow Ballet], the show is running long and Lulu and Ted’s lines are cut [Ma Blushin’ Rosie]. Eventually, their dance is cut as well. After the show, Lulu and Ted do not attend the party at Delmonico’s. Ted Jr arrives home drunk and Lulu and Ted tell him they are quitting the show. Ted also warns his son not to start drinking too much.
Some time later, Ted Jr and Anne are married and performing as a double act [PoorLittle G-String; Melody in F]. Back in vaudeville, the Two Hacketts are struggling [In the Garden of My Heart] and their agent tells them their act is so out-of-date that he can no longer get them bookings on the Orpheum circuit.
Lulu and Ted meet Ted Jr and Anne at a railway station, but they have little to say to each other. Ted Jr and Anne’s show is having a successful tour, but Ted Jr has started drinking, and is philandering like his father, even though they now have a baby. An older colleague advises Anne that she needs to act to save her marriage. Anne confronts Ted Jr in their dressing room. They quarrel and Anne rushes from the room, falling from a balcony to her death.
A remorseful Ted Jr tells his parents that success went to his head and that he was responsible for Anne’s death. He continues as a solo performer, but is drinking heavily and eventually is fired. Lulu and Ted have raised their grandson, Ted III, who is now part of their act. They are reduced to performing six shows a day in theatres that also show films.
It is 1917, and they get a letter from Ted Jr telling them he has enlisted and is about to go overseas. A few months later, he is killed in action.
In 1929, vaudeville theatres are closing and converting to picture houses. Ted III has an offer to go to Hollywood, and does so against Ted’s wishes. He is a success, and Lulu and Ted go east to live with him. Ted III has a film star’s mansion, but has become conceited and, like his father, drinks and chases women too much. The studio boss tells him to start behaving or he will be let go.
Ted III goes missing, causing a costly delay on a picture he is making. Ted determines to find his grandson and does so. Dragging him back to the house, Ted tears a strip of him. Ted III insults his grandfather, who collapses.
Ted III reforms and begins to work hard. Lulu and Ted visit the set of the musical he is making. While watching his grandson perform a number incorporating moves he taught him as a boy [Knee Deep in Rhythm], Ted dies. Lulu holds his hand and watches Ted III dance.
1917. In San Francisco’s Chinatown, three marines–Terry, Romance and O O Jones–are on shore leave and getting tattoos [Tramps at Sea]. O O, who refuses to tell his friends what the initials stand for, is unhappy with the tattoo of his girlfriend Elvira. He is taunted by his friends, they fight and, as always, end up in the brig.
Romance (Ernest Torrence) and O O (Jimmy Durante), with Terry (Lawrence Tibbett) at the wheel, out to see the sights in Havana
Just before their ship leaves for Cuba, Terry’s brother John brings Terry’s fiancee Crystal on board to say goodbye. Crystal pretends to be happy with Terry’s wandering life, but cries after he leaves her.
In Havana, Terry and his friends are escaping by car from the husbands of three married women when they hit a peanut vendor’s cart. Romance and O O flee the scene. The owner of the cart, Nenita Lopez, causes a fuss and is outraged when Terry kisses her.
At the police station, Nenita wants to press charges until she discovers Terry could get 20 years. With Terry’s help, she runs away to get help, and Terry is freed when his crewmates, led by Romance and O O, arrive en masse outside the station.
Terry tracks down the cabin where Nenita lives with her aunt and uncle. She tries to be standoffish, but succumbs to Terry’s charm.
Nenita (Lupe Velez) gets to know Terry
Later, Terry and his friends join Nenita at a picnic where she dances seductively [Spanish Song]. Terry and Nenita walk together and she explains the meaning of a lullaby [El Manisero (The Peanut Vendor)].
On Carnival Day, Terry and Nenita meet again. He helps her sell her peanuts [El Manisero], then they spend the rest of the day together [The Cuban Love Song]. They arrive back at Nenita’s home in the middle of the night. Terry follows Nenita into her room and tries to force himself on her, but she resists. Terry leaves after Aunt Rosa almost catches him, having decided not to force Nenita into anything. Nenita follows him outside and they make love in his car.
Later, Terry receives a letter from Crystal, gently complaining that he has not written to her. All the crew going on shore leave have to provide details of where they are going, because the ship is on a war footing. Terry finds Nenita has left home after quarreling about him with Aunt Rosa. She wants to follow Terry wherever he goes. Terry advises her to go back, but she refuses.
Terry spends his furlough with Nenita, but war is declared while he is away. O O and Romance lead an expedition up the river to bring back Terry [The Cuban Love Song]. Nenita realizes what is happening and packs her bags, saying she will go back home. She tries to pretend everything is fine, but finally she cries in his arms.
Terry, Romance and O O are sent to France, and Terry is seriously injured.
Back in America, Terry is cared for by his brother and Crystal. He despairs of ever getting better and tells Crystal he cannot marry her. When she refuses to listen, he tells her about Nenita and says he would go back to her if he could. Crystal says that is okay, but she is the one he needs right now.
Ten years later, Terry is in a nightclub celebrating his tenth anniversary with Crystal. The band plays the song Nenita used to sing [El Manisero] and he becomes thoughtful. Finally, Terry walks out of the nightclub.
The reunion of OO, Romance and Terry
Walking down the street, Terry comes across Romance, whom he has not seen for many years. Together, they go to the apartment where O O lives with Elvira and their many children. Elivira reveals that O O’s initials stand for Oswald Obadiah.
They all get drunk and make so much noise that the police are called. When they are released from the police station, Romance calls it a night. Terry and O O find themselves by the docks and O O goes to find a drugstore. Left alone, Terry’s guilt about not returning to Nenita grows [The Cuban Love Song] and he boards a ship bound for Havana. O O follows him, under the impression it is the Hoboken ferry.
In Havana, Terry searches for Nenita, and eventually learns that she is dead. He visits her grave and meets a young boy who turns out to be Nenita’s son, and whose name is also Terry. The boy has never met his father, but Nenita always said that he would come back one day. Terry takes his son back to New York, where Crystal meets them off the boat. She is happy to become a mother to young Terry. Terry and Crystal kiss.
Pansy Potts is a waitress in a diner at the 10th Annual Airshow. A customer, ‘Sport’ Wardell, works for the Pilot’s Gazette, in which Pansy had advertised unsuccessfully for an aviator to marry. She tells Sport she came to the city to raise children, and is prepared to pay $500 for an aviator.
Nearby, inventor Rusty Krouse, is working on his ‘Aerocropper’, a vertical take-off plane, but has never flown it because he is afraid of flying. Sport befriends Rusty after saving him from a bully.
Meanwhile, the McLellan School of Aviation is enrolling students. [I’ll Make a Happy Landing (the Lucky Day I Land You)].
Sport thinks the Aerocropper is a good idea and goes into partnership with Rusty, but they are dogged by Rusty’s creditors.
Rusty Krause (Bert Lahr) is experiencing some problems with his Aerocropper
Sport issues a bad cheque to a creditor who threatens him with jail if it bounces, so Sport needs to get £1,000 in the bank before morning. He is about to sell stock in the company to Fred Smith when he discovers that Smith has no cash either. But when Sport meets Fred’s daughter Eileen, he makes Fred vice-president of the company. Eileen works at the aviation school.
Fred Smith (Guy Kibbee) is being persuaded to invest by Sport Wardell (Pat O’Brien), while Rusty listens and learns
Sport persuades Rusty to marry Pansy, to get hold of her $500. Sport makes the proposition to Pansy, but she wants to see Rusty before agreeing. He shows her a photograph of Clark Gable and Pansy gives Sport the money.
Pansy meets Rusty and at first thinks he has a face meant to frighten women and children, but she becomes excited when she hears he is a mechanic. She decides she will make do with Rusty [It’ll Be the First Time for Me].
Mrs Smith finds Eileen with Sport and warns her that “those windy guys always end up in jail”.
Sport persuades Rusty that the only way he can avoid marrying Pansy is to fly the Aerocopter and win the prize money. [Examination]. Trying to register as an aviator, Rusty finds himself in the office of Doctor Brown, who carries out a medical examination.
Sport and Eileen are at a ball [We’ll Dance Until the Dawn]. Rusty is there and Pansy finds him. She says if he will marry her tonight, she will never ask him again.
Sport asks Eileen to marry him, but then Sport and Fred are arrested for selling fake stock. Sport tells Rusty everything will be all right if he wins the meet tomorrow.
Rusty marries Pansy, so they can use her money to bail Sport and Fred.
The next day, the Aerocropper is ready for the altitude flight. Rusty is late because he has to wrestle with Pansy to get out of the bridal suite. After causing havoc on the ground, the Aerocropper finally flies upwards, with Pansy as a passenger. The landing gear breaks and the plane continues to rise. Rusty makes Pansy use the only parachute, and the high altitude sends him to sleep.
Pansy Potts (Charlotte Greenwood), taking a flight in the Aerocopter with Rusty
On the ground, Fred celebrates the Aerocropper’s victory. At over 50,000 feet, sleet wakes up Rusty. He syphons off the Aerocopter’s fuel, so that it begins to fall, passing Pansy on the way down. The Aerocropper crashes, but Rusty emerges unscathed and is joined by Pansy [I’ll Make a Happy Landing (the Lucky Day I Land You)]. They are carried off in triumph and Sport and Eileen kiss.
Jeff Farraday is a hobo, riding trains with his friends Doc and Snipe. He often tells them that his family owns a great mansion in the South, but they do not believe him.
Snipe (Cliff Edwards) and Doc (Roland Young) listen to Jeff (Lawrence Tibbett) talk about his home
Some time later, Jeff returns home and is given a lift on a wagon by Hokey. As Jeff walks the final stretch, his mother Cynthia is inside the house, with her son Rodman, her daughter Christine, Christine’s husband George, and Carter Jerome, a friend of Rodman’s. Antonia, Rodman’s wife, is keeping them all waiting while she dresses.
Carter sneaks upstairs to Antonia, and jokes that he is safe from discovery because Rodman never enters Antonia’s bedroom. Carter asks her to go away with him because she is unhappy with Rodman. She refuses, even when Carter tells her he loves her.
Christine sends Rodman upstairs to hurry Antonia. He does not see Carter, who is on the balcony. Rodman criticizes Antonia’s dress and presumes she has bought it for some other man. Antonia insists she has had no lovers since she married him. She asks him to divorce her so she can go away, but Rodman refuses. When she tells him how unhappy she is, he slaps her face. Rodman leaves, and Antonia tells Carter she will go away with him tomorrow night.
Jeff is reunited with his mother, Cynthia Farraday (Emma Dunn)
Cynthia does not go out with the younger people, and is reunited with Jeff after five years. She forces him to take a bath and burns his dirty clothes, giving him some of Rodman’s. Jeff tells Cynthia he plans to leave before the family returns, but she tempts him with fried chicken. They talk in vague terms about why Jeff had to flee the town; it had something to do with Rodman. Finally, Jeff falls asleep.
At breakfast the next morning, the family discusses Jeff’s return. Christine says he is irresponsible, but Cynthia insists he can stay for as long as he wishes.
Jeff plays with Christine’s children and they break his bed. While the family goes to church, Jeff is reunited with the servants and meets Hokey again. Antonia has been riding all morning and meets Jeff when she returns. They have a late breakfast and get along well. But when Jeff asks how she came to marry a stuffed short like Rodman, Antonia leaves to join the family at church.
Jeff finds Doc and Snipe hiding from the dog, and invites them into the house. After an enormous breakfast, while Jeff goes to fetch drinks, Doc relieves Snipe of the silverware he has pocketed.
Antonia returns and finds them singing round the piano [Without a Song]. Rodman, Christine and George return.
Jeff arranges to jump a train with Doc and Snipe that evening. Jeff and Rodman are soon quarrelling. Jeff assures his brother that he will be leaving soon. Cynthia interrupts their argument and expresses her pleasure at having all her children together [Home Sweet Home].
That evening, Jeff is about to board a freight train with his friends when he sees Antonia getting onto a passenger train with Carter. Antonia confesses to Carter that she does not love him, but she has to get away. Jeff, having realised what is happening, lures Carter away, then takes Antonia off the train. He takes her back to the house and explains why he had to stop her from ruining her life.
Back at the house, Antonia tells Rodman she has been with Jeff and he forbids her from having anything to do with his brother. Later, while Antonia rides with the local hunt, Jeff, Doc, Snipe and Hokey are fishing on the river. They see the fox and hide it from the hunt. Antonia sees what they have done and joins them.
Antonia (Esther Ralston) looks on as Jeff quarrels with his brother Rodman (Purnell Pratt)
Carter finds Jeff and Antonia together and warns Jeff to keep out of other people’s business. Carter accuses Jeff of being Antonia’s lover and Jeff knocks him down. Rodman rides up and Jeff takes the blame for the altercation, apologizing to Carter. Before they leave, Carter goads Jeff again with the fact that he loves his brother’s wife. Jeff tells Doc and Snipe that they are leaving soon.
At the Hunt Ball that evening, Cynthia asks Jeff why he is so restless. Jeff tells her he promised to look in at a party being held by Naomie, one of the servants. Rodman accuses Antonia of snubbing Carter because she hates his friends. When Antonia denies that Jeff was responsible for the afternoon’s fight, Rodman leaves to fetch Carter.
At Naomi’s party, the food is being prepared [Chitlins]. Jeff and his friends arrive and Hokey gets involved in a fight. A woman goes into labour and Doc is required to help with the delivery. [By the Riverside (?)]. The baby is born [A Child is Born].
Antonia arrives. Jeff walks her back to the house and tells her he is leaving. They kiss and Antonia tells Jeff that he loves her and asks him to take her with him. But Jeff explains that, whatever his feelings about Rodman, he cannot take his brother’s wife. Back at the house, Rodman confronts them and accuses Jeff of running true to form. Jeff admits that he loves Antonia and would be happy to work to support her, but that he has to leave. Cynthia interrupts and tells them that Jeff going away will not fix anything. She tells Rodman, against his protests, that he must divorce Antonia because she does not love him. She tells Jeff to get wandering out of his system and to come back after the divorce. Jeff leaves with Doc and Snipe [Without a Song].
The ocean liner New Moon is on the Caspian Sea, sailing to the Russian port of Krasnov. A party of Russian soldiers are on board [Gypsy Chorus].Lieutenant Michael Petroff, a womanizer, is at a bar, flirting in the mirror with a young woman. He is warned that the woman is Princess Tanya Strogoff, who is accompanied by her uncle, Count Igor, and her aunt, Countess Anastasia. Michael immediately leaves, but Tanya follows him out.
Michael Petroff entertains his fellow travellers with the bawdy ‘Farmer’s Daughter’
Anastasia panics when she notices Tanya’s absence, knowing what always happens when her niece disappears.
Tanya watches Michael sing with a crowd of gypsies and soldiers [Farmer’s Daughter]; the song is in a gypsy language and is clearly risqué. Michael notices Tanya just as she is being dragged away by her aunt. He fears he will be in trouble and explains to his orderly, Potkin, that he does not like princesses, because they think they are different from other women.
Michael spots a beautiful young woman and follows her, entering a room where he finds Tanya waiting. She interrogates him about the song he was singing, asking to hear the lyrics, so Michael cleans them up. Tanya then reveals that she understands the gypsy language and is fully aware of how suggestive the words are [Farmer’s Daughter]. Michael realizes that Tanya had used her servant to lure him into the room.
They drink and talk, and Michael confesses that he had almost forgotten that she was a princess. Tanya offers to help him forget altogether and they kiss. Igor knocks at the door. Anastasia has sent him to ask what Tanya is doing, but the insouciant Igor clearly knows exactly what is going on. He returns to his cabin and, when Anastasia asks if Tanya is in bed, replies “not yet”.
On the last evening of the voyage, Michael and Tanya are alone on deck, where she continues to flirt with him. Michael asks when they will be able to stop pretending that they do not love each other. Tanya promises that it will be the following day. Tanya is prevailed upon to sing and she asks Michael to join her [Wanting You].
Princess Tanya Strogoff (Grace Moore), getting along nicely with Michael
In Krasnov, Tanya allows Michael to believe that they will see each other again, but he soon realizes that she has come to Krasnov to marry the wealthy governor, Boris Brusiloff. Michael drowns his sorrows in a tavern [Lover Come Back to Me].
At the governor’s palace, a ball is being held in Tanya’s honour. Igor warns his niece to keep out of dark corners until the marriage is in the bag. Tanya is very coy with Boris, to the extent that he calls her prudish [One Kiss]. Michael crashes the ball and dances with Tanya, who tries to convince him they merely had a shipboard flirtation. He leads her into a private room, and Igor is unable to prevent Boris from following. Boris makes it clear that he understands what happened on the ship and does not care. Tanya pretends Michael was returning her lost bracelet, and Boris rewards him by appointing him to command Fort Darvaz. This is a garrison in the Caucasus Mountains where the soldiers have been known to murder their officers.
Boris announces his forthcoming marriage and Michael expresses his congratulations by taking to the stage and singing an insulting song [What Is Your Price Madam?]. Tanya says she will not forget the insult.
The next day, Michael and a handful of troops arrive at Fort Darvaz, only to see the current commander rush through the gates, blinded in both eyes. He falls to his death. Michael quells the mutiny by killing anyone who raises a hand against him.
Michael is in urgent need of some stout-hearted men
Later, observers at the fort see Turkomans from across the border massing for an attack. Tanya arrives unexpectedly and lashes Michael across the face in payment for his insult. Michael tells Tanya and Igor, who has driven her, that they must leave immediately as an attack is pending. Potkin rides in, badly wounded, to report 1500 Turkomans massing in the valley. Michael orders a telegram sent to the governor, but the lines are cut and it is unclear whether or not the message got through.
It is now too late for Tanya and Igor to leave. Potkin dies, and the priest suggests that they all prepare themselves for death, as the fort is surrounded.Tanya apologizes to Michael for being the kind of person she is, and tells him that if she had her time over again, she would do things very differently. They embrace and are married by the priest.
Michael tells his men that their only chance is a surprise attack on the enemy during the night. The soldiers are scornful at first, but Michael wins them round [Stout Hearted Men]. They ride out and launch their attack; the fighting is fierce and bloody.
The next morning, Tanya and Igor are waiting for Michael to return. Boris arrives with reinforcements, and assumes that Michael and the garrison have deserted. Tanya disdainfully tells him the truth. One soldier has been found and he reports that there are no other survivors. Tanya tells Boris that she loved Michael, but Boris says it does not matter. He sends a telegram to the Czar, recommending three medals for Michael. Tanya cannot stop herself looking everywhere for Michael [Lover Come Back to Me]. She hears the voices of Michael and his troops [Lover Come Back to Me].
Igor secures a promotion for Michael and tells Boris that Tanya and Michael are married. Tanya has rushed to meet Michael and they ride into the fort together. With sang-froid, Boris toasts them.
