San Francisco's Barbary Coast is the hub of light and gaiety for a bustling young metropolis, while at Sharkey's Colosseum , Trudy Evans (Alice Faye), Johnnie Cornell (John Payne), Dan Daley (Jack Oakie) and Beulah (June Havoc) offer divertissement. Trying out a new number the group pulls the paying customers away from the bar, and they are promptly fired. True-blue Trudy begs Dan and Beulah to stick with Johnnie who is full of ideas, some of which, later cause Trudy much distress. When fast-talking Sam Weaver (Laird Cregar) happens upon Johnnie with another tale of a sure bonanza gold strike. Johnnie grubstakes him to the group's last $10. Coming upon an anti-drinking missionary group, Johnnie makes them a proposition which will benefit them all. He stages a series of street carnivals in front of the saloons which attracts the crowds, especially when Beulah performs cooch-dance, to the ruination of the juke-and-gin mills. Each proprietor offers $500, if Johnnie will keep away from their bars, but to Sharkey (Ward Bond) the price is $1000. With the money from his high-handed extortion Johnnie opens The Grizzly Bear and it becomes an overnight sensation with Trudy as the star of an elaborately-mounted show which even brings in the carriage trade from Nob Hill, including the haughty Bernice Crodt (Lynn Bari) and her pre-entourage days entourage. Johnnie is fascinated by her poise and social position. The Grizzly prospers and Johnnie soon opens three more saloons which makes him an early-day impresario , and Trudy the Toast of the Coast. Beulah is rather toasty herself. Ned (John Archer), a Trudy admirer, brings Cochran (Aubrey Mather), an English theatrical producer, slumming in the colonies, to see the show and offers a starring role in his next London production. Deeply in love with Johnnie, Trudy refuses, but cad Johnnie, eager for society prestige abruptly marries femme-fatale Bernice so he can climb up Nob Hill. Broken-hearted Trudy sails for England where as the star of "The Girl from Piccadilly" she is the darling of the London theatre crowds. Johnnie and Bernice go on a European honeymoon, during which time he sees Trudy's show. That's is Johnnie last highlight for a while. Back in gay old Frisco, Johnnie's fortunes decline rapidly when he becomes a sponsor of Grand Opera, long a pet project for money-drain Bernice. One by one he closes Barbary Coast saloons including the Grizzly Bear. Dan and Beulah go back to Sharkeys and Johnnie is a barker for a cooch-show on the carnival midway. Trudy returns and is distressed more than somewhat to find the familiar night spots shuttered and silent and Bernice had given Johnnie his walking papers when he ran out of money. So True-Blue Trudy quietly finances Sam, who in turn convinces Johnnie that he has at last struck a gold bonanza. With "his share" of the old grubstake Johnnie reopens the Grizzly but refuses to hire Trudy for his show since he now has a large case of remorse. Will they get together again?