Comedienne Fanny Brice fights to prove that she can be the greatest star and find romance even though she isn't pretty.

In turn-of-the-century New York, Fanny Brice, a young Jew from the Lower East Side, dreams of becoming a Broadway star, despite her unglamorous appearance. When she loses her chorus line job at Keeney's Oriental Palace, Fanny lies to enter a roller skating number and, slipping and sliding, is a comedy hit. After the performance, suave gambler Nick Arnstein visits Fanny backstage and helps get her a raise. Soon Fanny's comedy routines come to the attention of Florenz Ziegfeld, and she is hired for his Follies at the New Amsterdam Theatre. On opening night she turns the show's lavish wedding finale into a comedy by appearing as a pregnant bride. Ziegfeld's anger is placated by Fanny's success, however, and he keeps the routine and yields to her demand that she choose her own material. Also at the theater that night is Nick Arnstein, who accompanies her to a party at her mother, Rose's, beer hall and then leaves for Kentucky. One year later, while Fanny is in Baltimore on tour, she again encounters Nick. During their whirlwind affair, Nick loses a fortune on a racehorse he owns and decides to recoup his losses by gambling on an ocean liner crossing the Atlantic. As Fanny prepares to board a train for Chicago, she receives roses and a note from Nick. After phoning her resignation from the Follies to Ziegfeld, she catches a train to New York and boards a tugboat to take her to Nick's Europe-bound ship. After her marriage to Nick, the two move into a lavish manor, and Fanny gives birth to a daughter. Some time later, while Fanny is in rehearsal for a new show, Nick loses his money again and is forced to sell the house. Feeling overpowered by his wife's success, he moves back to New York City and spends more and more time gambling. As his debts mount, Fanny tries to help, but Nick bitterly rejects her offer and becomes involved in a phony bond deal. When he is exposed, he gives himself up and is sent to jail. Over a year later, he comes to Fanny's dressing room before her performance and tells her goodby. Songs: "I'm the Greatest Star" (Fanny); "If a Girl Isn't Pretty" (Rose & Mrs. Strakosh); "Roller Skate Rag," "I'd Rather Be Blue Over You," "His Love Makes Me Beautiful," "People" (Fanny); "You Are Woman, I Am Man" (Fanny & Nick); "Don't Rain on My Parade," "Second Hand Rose," "Sadie, Sadie," "The Swan," "Funny Girl," "My Man" (Fanny).