At the turn of the century, dentist Biff Grimes (James Cagney) recalls his association with politician Hugo Barnstead (Jack Carson). The men meet over their romantic rivalry for striking strawberry blonde Virginia Brush (Rita Hayworth). Despite Biff's efforts, Virginia pushes her friend, nurse and women's rights advocate Amy Lind (Olivia de Havilland), on him and elopes with Hugo. After Biff and Amy fall in love, Biff join Hugo's firm, only to learn that his rival is still a double dealer.