Street performer Charles Staggers (Charles Laughton) befriends orphan and would-be dancer Libby (Vivien Leigh) and adds her to his act. When the group meets songwriter Harley Prentiss (Rex Harrison), Libby ambitiously pursues him. A quarrel with Charles over the matter leads to Libby dropping him from a show arranged by Prentiss. Soon after, Libby takes up with Prentiss, and his songs make her famous all over London. Charles takes Libby's rejection hard and allows it to nearly ruin his career.