Rome is on the verge of being conquered by Hannibal. While Rome's ruler, Fabius Maximus, plots a defense against Hannibal's armies, Fabius' fiancée, Amytis, is curious about the fearless conqueror. Amytis travels to Hannibal's camp just to get a look at him, but she ends up being captured. However, she is instantly smitten by the Carthaginian commander, so she tries to shift his attentions away from Rome -- and to her instead.

While in Havana, a musician gets involved with a crippled man and his beautiful wife... with deadly results.

When Arthur Freed brought Alan Jay Lerner to Hollywood to compose a new Fred Astaire musical (based on Fred's life,) little did he know he would have to recast it's leading lady not once, but twice.

In the 1840s, Ramsey MacKay, the driver for the struggling Wells Fargo mail and freight company, will secure an important contract if he delivers fresh oysters to Buffalo from New York City. When he rescues Justine Pryor and her mother, who are stranded in a broken wagon on his route, he doesn't let them slow him down and gives the ladies an exhilirating ride into Buffalo. He arrives in time to obtain the contract and is then sent by company president Henry Wells to St. Louis to establish a branch office.

Daisy Gamble, an unusual woman who hears phones before they ring, and does wonders with her flowers, wants to quit smoking to please her fiancé, Warren. She goes to a doctor of hypnosis to do it. But once she's under, her doctor finds out that she can regress into past lives and different personalities, and he finds himself falling in love with one of them.

Gracie Alden tries to graduate from college to get an inheritance.

Janie lives to dance and will dance anywhere, even stripping in a burlesque house. Tod Newton, the rich playboy, discovers her there and helps her get a job in a real Broadway musical being directed by Patch. Tod thinks he can get what he wants from Janie, Patch thinks Janie is using her charms rather than talent to get to the top, and Janie thinks Patch is the greatest. Steve, the stage manager, has the Three Stooges helping him manage all the show girls. Fred Astaire and Nelson Eddy make appearances as famous Broadway personalities.

Director Ted Brooks and comedians Jack Norcross, Dandy Joslyn and Phil Miller are part of a troupe of promising young players rehearsing for a WPA show at the Garrick Theater in New York and are stunned when the government withdraws their funding on the day of the show's dress rehearsal. Destitute, the troupe plans to return home when Mac, the stage doorman, offers to allow four of the men, Phil, Dandy, Jack and Ted, to use the theater for a boardinghouse. After accepting Mac's offer, the men improvise bedrooms out of the set pieces and meet amateur actress Lorie Fenton from Cleveland, who is eager to audition for them. When the men learn she recently received a small inheritance, they allow her to audition, hoping she will back the show.

An ad man gets his model girlfriend to pose as a debutante for a new campaign.

This comedy is set in New York and centers upon a singing Irish cop who causes quite a sensation among two producers when he sings at the annual Policeman's Ball. For a long time, they have been looking for a voice for their new cartoon feature, "Paddy the Pig," and the cop is just perfect. The policeman is tickled pink at the prospect of being a star and begins telling all his friends about his good fortune (he has no idea what they plan to do with his voice). Eventually he ends up marrying one of the producers, who still hasn't told him the truth. Suddenly the night of the big premiere finally arrives and all of the policeman's old friends and colleagues are there. As it begins, the policeman is appalled and humiliated to see that he has been mocked and has become a laughing stock. He immediately spurns his new wife and goes back to the police force. Time passes, and fortunately, the two reunite and settle their differences.