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Poor though they are, Dave and Dora Goodman are determined to secure a good education for their sons. In 1919, Prof. Schepp offers music classes to Chicago's tenement dwellers at Hull House, and although young Benny Goodman dislikes the instrument at first, he becomes an excellent clarinetist by the time he is fourteen. Benny practices his Mozart passages, but when an opportunity to play in a ragtime band arises, he joins the musicians' union and begins his performance career. During a break, Benny listens with awe to the New Orleans jazz band of Edward "Kid" Ory, who advises him to play the way he feels and invites him to sit in. Later, Benny, still two years away from high school graduation, joins the Ben Pollack band and plays at dances throughout the country. On his first visit back home, Benny is dismayed to learn that his father, who always supported his musical aspirations, has been killed in an accident on the way to the train station. The Pollack band secures a job in the speakeasy of Benny's former neighbor, Little Jake Primo, who is now a gangster. There he meets wealthy John Hammond, a jazz lover and music critic, and John's sister Alice, who prefers classical to "hot" music and is uncomfortable in Benny's presence. Pollack's band flops in New York, and Benny, full of ideas but worried that there is no audience for his kind of music, is forced to perform with more traditional dance bands in order to earn a meager living. Still impressed with Benny's talent, Hammond invites him to perform a Mozart clarinet concerto before an audience of blue bloods in the Hammond mansion. Alice is pleasantly surprised by Benny's performance and remarks that although he seems calm and quiet, "all this emotion comes pouring out" when he plays. Benny forms a band and begins to perform on an NBC Saturday night radio program. Admired jazz musician Fletcher Henderson hears the program from his home base in Harlem and is so impressed that he begins to contribute musical arrangements to the band. After the show is canceled, Benny's orchestra goes on tour, but before he leaves, he and Alice declare their strong but confusing feelings for each other. The tour is a failure until the orchestra reaches Palomar, California, where, the group, having won a large following of young fans on the West Coast, is a tremendous success. Benny sees Alice in the audience and plays "Memories of You" for her, and after the show, the two kiss. Benny forms a quartet that includes Lionel Hampton, Teddy Wilson and Gene Krupa, and by the time Benny, his orchestra and his quartet return to Chicago, they are making headlines in Variety . Alice attends the orchestra's New York debut, where a surging crowd dances in the aisles, and later that day, she is relieved to learn that her father approves of the romance. Benny's mother, however, informs her son that his love for Alice is "like a knife in my heart." Worried, Alice visits Mrs. Goodman, who declares that "you don't mix caviar with bagels." Benny is booked into Carnegie Hall, but he wonders why Alice is not planning to attend and worries that "a hall full of longhairs" will disapprove of the orchestra's music. Finally realizing how much Benny loves Alice, Mrs. Goodman secretly invites her to attend the concert, which will feature the orchestra and guest performers Harry James, Ziggy Elman and Martha Tilton. Travel delays nearly cause Alice to miss Benny's triumphant performance, but she arrives in time for a standing ovation and an encore performance of "Memories of You."