Susan Gallagher (Judy Garland), Sandra Kolter (Hedy Lamarr) and Sheila Regan (Lana Turner), the three beautiful women, try to attain the superior rank of "Ziegfeld Girl “in Ziegfeld Follies, the biggest shows on Broadway. But, their ambition makes them lose something dear to them. Susan is obliged to leave her family vaudeville work and leave her father, `Pop' Gallagher (Charles Winninger) and she later falls in love with Lana's brother, Jerry Regan (Jackie Cooper). Sheila forgets her loyal boyfriend, who takes to stealing to become equal to her new boyfriend, Geoffrey Collis (Ian Hunter). Sandra almost abandons her poor violinist husband Philip Dorn as she becomes successful.