Two men working in burlesque join with two women to perform in Vaudeville, and eventually they make it into a Ziegfeld musical play.
George Doane (George Murphy) sings with dancing women in a burlesque theater and is going with Nancy Gay (Nancy Kelly). The audience is rough, but Eddie Martin (Eddie Cantor) wins the amateur contest. George takes Eddie to Kelly's, where George sings "It Had to Be You" and tap dances with Connie (Constance Moore). George tours the burlesque circuit with Eddie. George sends Nancy to a country house in Maine and goes back to New York to find Connie.
George asks Charles Lucas (Don Douglas) to put them in Vaudeville, and they join with Constance and Joan (Joan Davis). Connie avoids George's personal attentions while Joan kisses Eddie. George and Eddie sing "I Want a Girl Just Like the Girl Who Married Dear Old Dad." George asks Connie to marry, and Joan asks Eddie; but both offers are rejected. Nancy arrives to see George. Charles suggests they get a line of chorus girls. George says he sent $5,000 to Nancy for an operation.
George and Connie secretly marry and want to be alone, but Eddie stays to rehearse new songs. Nancy congratulates them. Connie says she is going to have a baby. Eddie and George in black face sing "Dinah." While Connie is taking time off, Nancy is in the same show singing with the Wilson brothers. While Connie is having her baby, Eddie and Joan wait in the hospital while Nancy is driving George and hits a tree. George arrives to find it is a girl. Connie learns about Nancy and tells George to get out of her life. George learns that the baby was lost.
During the great war Eddie entertains troops and finds George recovering from a wound in a hospital. Connie gets a divorce and does not want to see George, but Eddie persuades her. Connie is with Charles, and Nancy sings. Connie tells George that she is going to marry Charles. Connie tells Charles that she wants to go back to work. She sings "It Had to Be You." Eddie and Joan call on Connie, and they reminisce. Eddie implies that George was selfish so that Connie will defend him. Charles tells Eddie that George is singing for drinks in San Francisco. Eddie goes to find George, who cleans himself up. Eddie pretends to have a hangover and asks for help with his drinking problem because Joan is having an affair. George helps and finds bottles Eddie hid.
Eddie is in Ziegfeld's Whoopee and gets George into the show. On stage Eddie sings "Making Whoopee." Eddie has George sing an encore, and he sees Connie in the first row. In the final scene George weds Connie again while Eddie marries Joan.
This musical comedy shows the lives of vaudeville performers,
particularly Eddie Cantor who became famous in Whoopee.