When stage actress Judy Carroll testifies on behalf of her former lover, accused embezzler Al Howard, she loses custody of Elizabeth, an orphan she had planned to adopt.

Her devoted manager Antonie "Tony" de Sola urges her to travel to Europe with her alcoholic mother Snooks to alleviate her emotional pain.

Playwright Jacob Van Riker Pell is certain the sophisticated Judy will be unable to portray his heroine, a tough girl from Second Avenue, until she confesses that she was raised there herself.

Anxious to accommodate exhibitors who were awaiting a new Constance Bennett film, the studio rushed the script into production with Phillips Holmes as the male lead.

The new director replaced Holmes with Joel McCrea and Laura Hope Crews, in the role of Judy's mother, with Jobyna Howland, reshot all their characters' scenes, and re-edited the balance of the film.