The film starts with a dance number at the Palais Royale club in Akron, Ohio. The club is raided for gambling and the police threaten to arrest the girls as accessories. "Bubbles" (Lucille Ball) steps up and defends the girls as just trying to make a living. Jimmy (Louis Hayward) steps up from a table and takes up a collection for the girls. Jimmy then starts a dance with Judy, but eventually leaves with Bubbles. The next scene is the girls apartment where Judy is taking to Sally (Mary Carlisle) about how they are going to get back to NY and Bubbles comes in late. She was bummed about her date with Jimmy and explains that Jimmy gave her a "Ferdinand" doll. She then plans to grab a ride to NY with someone who's sweet on her. She gives Judy the Ferdinand doll. Jimmy's soon to be ex-wife Elinor (Virginia Field) catches Jimmy hung over at her place, even though they're not supposed to see each other. They express concern for each other. Jimmy makes cracks out her suitor as "Puss in Boots" (Sidney Blackmer). They argue and he storms off. Back in NY, the girls appear to have been working for Madame Lydia Basilova (Maria Ouspenskaya). Madame is tired of peddling racy routines and Judy suggests she could maybe do some real dancing and resurrect Madam's career. The girls try out a hula dance routine but the customer is not impressed until Bubbles shows up and joins in. Bubbles then gets hired exclusively at $25 a week. Madame Lydia sees Judy doing a serious ballet routine in the privacy of her room. She calls Steve Adams (Ralph Bellamy), an important impresario, and brings Judy with her ballet costume to dance for him. Madame Basilova accidentally steps into traffic and gets hit by a car. Her dying words are not to forget Steve Adams - "Dance, Dance" At Steve Adams' studio a dance number is being practiced which is more classical in style and contains a talented ballerina (Vivien Fay). Judy arrives but the secretary is skeptical she is the right kind of dancer. She sneaks a peak at the dance number. The dance number continues in extravagant fashion. Fitch (Ernö Verebes) the immediate instructor asks what he can do for Judy, and she demurely leaves thinking she's made a mistake. She think she is not good enough and is despondent. By coincidence she is in the elevator with Steve Adams. Outside in the rain, she loses a dime in the sewer. Steve offers his umbrella to her. She runs off. Steve attempts to get her a taxi, but she runs off again. She doesn't know who he is. Back at their apartment, Sally gives her some soup. Judy explains she saw what real dancing is today and she knows nothing. Bubbles comes home and proclaims her name is now "Lilly White" She discreetly pays the other girls back rent. Bubbles explains Dwarfie Humblewinger (Edward Brophy) discovered her in Hoboken and has been promoted to a burlesque act. She says she can get Judy in at $25 a week. Bubbles does her act with the wind blowing her clothes around and the men cheer. Judy comes out and does a straight dance and the men boo and scream "We Want Lilly". This is apparently a setup and the men backstage say you have to do the same thing every show. It's a stooge job. The act, "Tiger Lilly with Stooge" blows up and becomes very successful in a montage sequence. After the show is established, Steve Adams comes to see Judy in the show. Jimmy Harris also attends the same show after giving an usher a $20. Jimmy Harris fights with the crowd about booing and hissing Judy - some assume it's part of the act. He works his way backstage. Bubbles/Lilly lies to her employers by explaining he's Judy's boyfriend. Eventually Judy jars Jimmy's memory so he remembers how they met in Akron, OH. He notices her blue eyes. She still has Ferdinand. Next scene, Steve Adams offers an assistant his business card in order to see Judy and leaves. Judy comes from around a corner where she was hiding, takes the card and rips it up. She assumes he's something of a stalker. Jimmy and Judy go out together. They share a kiss. Back at Jimmy's house, Elinor has come in while he's been away. She has the final divorce decree. Elinor asks if he took "her" to Club Ferdinand, which he says he didn't. He gets jealous because Elinor is going to marry Puss 'N' Boots. They argue. Jimmy takes Judy out to the club Ferdinand but Judy doesn't realize it's his old haunt that he used to go to with Elinor. Many people recognize him there and Judy is uncomfortable at the apparent gossiping going on around them. He says she wishes her blue eyes were brown. Jimmy confesses he was born rich. Elinor makes an entrance and there's an awkward standoff between Elinor and Jimmy. She suggests he promised never to come back to the Old Ferdinand Club. Jimmy ends up punching Elinor's husband in the face. She had just married Puss N' Boots who is apparently the divorce lawyer. Outside, Elinor says she's not going with her husband and that as a smart lawyer he could get it annulled - basically indicating her desire to divorce her new husband on the spot. Judy suggests she knew they still hold a candle for each other once she saw Elinor's blue eyes. Bubbles is angry that the whole incident ends up in the papers undercutting her own publicity. She stands next to a very drunk Jimmy for a picture, presumably to get in the paper. Back at Steve's studio, looking at the paper and recognizing Judy, he's amazed that the secretary indicates that Judy came to see him. He didn't know who she was either when he offered her a cab earlier. Back at Bubbles/Tiger Lilly's show in the dressing room, Tiger Lilly indicates it is her last show, and she's going to marry Jimmy. Judy is despondent and has to be pushed out to do her stooge act. Steve Adams is in the audience, though she doesn't know it. The music stops and Judy does a monologue and dresses down the male patrons as weak men who pay for their 50 cents just to feel like the stronger sex for a minute. Some of the men clap - Bubbles/Lilly comes out and she and Judy end up in a physical fight that continues behind the curtain. Judy belts Bubbles/Lilly pretty hard. Jimmy finds out after being hung over that he married Bubbles. Bubbles and Judy end up in night court over the physical fight. Steve Adams is in attendance, again she doesn't realize it. At night court, Judy makes a speech that Jimmy didn't mean to marry anyone since he and Elinor still love each other. Judy is found guilty of disorderly conduct but takes 10 days in jail over Jimmy's offer to pay the $50 fine. Outside the courtroom, Elinor and Jimmy agree to get back together and she indicates she's got a good lawyer to get yet another annulment, (the third). Tiger Lilly says it'll cost him $50,000. Steve Adams bails Judy out, and insists that Fitch is going to teach her all they know. She hadn't realized who Steve Adams was all this time.