In 1920s New York City, W.C. Fields (Rod Steiger) is a successful headlining entertainer, but when his girlfriend (Bernadette Peters) leaves him and his broker loses his money, Fields begins anew in California. While working at a wax museum, Fields eventually lands a film role that ascends him to stardom. Back in the limelight and palling around with John Barrymore (Jack Cassidy) and the like, Fields meets an aspiring actress (Valerie Perrine) at a party, with whom he forms a rocky relationship.