Fanny falls in love with the charming, enigmatic gambler Nicky Arnstein, eventually marrying him despite his shady business dealings.
As a teenager, Fanny is told she is not conventionally pretty enough for the stage, but her talent for comedy and song allows her to rise from vaudeville to the famous Ziegfeld Follies .
The story is told in flashbacks, opening with Fanny awaiting her husband, Nicky Arnstein, as he returns from prison.