Sheriff Ben Holden is in love with hotel owner Madge Malarkey when down-and-out carnival man Gabby Gilfoil shows up hoping to take her for some money. Gilfoil is mistaken for the wanted man Slippery Sawtelle. Neither suitor gets Malarkey but manage to take her husband (wealthy Simeon Trott) for a bundle.

Casey and Babe are sisters who work in a department store and each year the store puts on a show. As expected, things are going wrong with every act until Casey comes out to help Babe with her song. They are a hit, but in the final act, Casey again comes out and this time the president sees her act and fires both her and Babe on the spot. Benny is able to book Casey, Babe and Dean into Vaudeville and their act is popular. But before they have their shot at stardom, Dean and Babe leave Casey and the act.

Some of MGM'S musical stars review the studios history of musicals. From The Hollywood Revue of 1929 to Brigadoon, from the first musical talkies to Gene Kelly in Singin' in the Rain.

Topsy, a Black slave girl who "jes' growed" is auctioned but nobody will bid. A young girl named Eva purchases Topsy for a nickel.