In 1890s New York City, Biff Grimes (James Cagney) falls in love with strawberry-blonde society girl Virginia Brush (Rita Hayworth). However, Biff's more enterprising "pal" Hugo Barnstead (Jack Carson) wins Virginia's affections. Biff ends up marrying Virginia's less-glamorous best friend, Amy Lind (Olivia de Havilland), who Biff eventually realizes was the right one for him all along.