Legendary showman Flo Ziegfeld imagines the kind of Follies he could produce with MGM's musical stars.

Prologue: From his lavish apartment in the heavenly spheres, world-famous showman Florenz Ziegfeld, Jr. recalls the early days of his career and the first performance of his follies show in 1907. While reminiscing about his past shows, Ziegfeld recalls dancer Marilyn Miller, singer Fanny Brice, entertainer Will Rogers and others. He then imagines what it would be like to produce just one more of his follies, which would begin with a special introduction by dancer and singer Fred Astaire: Astaire honors the Ziegfeld tradition in a song about the beautiful showgirls who were always the centerpiece of Ziegfeld's shows. While Fred sings, the showgirls, dressed in pink, dance on a set featuring a carousel. Ziegfeld then considers the rest of his show, noting each successive sequence:
       Esther Williams in "A Water Ballet" : Esther Williams displays her swimming talents in an underwater show.
       Keenan Wynn in "Number Please," directed by Robert Lewis : A man makes repeated attempts to place a telephone call to Louie Sebastian's Cigar Store but is unable to get help from the operator. When the man sees a southerner succeed in placing a call, he eats the telephone in frustration.
       James Melton and Marion Bell sing "Traviata," costumes designed by Sharaff, dance direction by Eugene Loring : Two opera stars sing and dance to "Libiamo" from the Giuseppe Verdi opera Traviata Victor Moore wants Edward Arnold to "Pay the Two Dollars" : When a man riding a subway train with his lawyer is fined two dollars for spitting, the lawyer instructs him to refuse to pay the fine. A police officer arrests the lawyer's client, who is later ordered by a judge to pay the fine or serve a jail sentence. The lawyer instructs his client to accept the sentence, and promises to appeal the judge's decision. Twelve days after the client is imprisoned, the lawyer arrives with news that a judge has agreed to hear his appeal. When the client learns that his lawyer has spent hundreds of thousands of dollars to defend him, he begs his lawyer to simply pay the two-dollar fine. Though an appeals court reverses the ruling, the client is sentenced to death for killing two subway passengers who died as a result of an illness spread by his germs. The governor pardons the client, but his life is ruined as a result of his lawyer's actions. Following his release from prison, the client is arrested again on the subway when he spits out his cigar tip.
       Fred Astaire and Lucille Bremer in a dance story "This Heart of Mine," Harry Warren's music, Arthur Freed's words : A gentleman jewel thief posing as a dancer dances with a beautiful princess and steals her bracelet as they kiss. The princess realizes that she has been robbed, but she ignores the theft until they finish their dance. The princess then removes her necklace and gives it to the impostor, who, stunned by the noble gesture, embraces her.
       Fanny Brice wins "A Sweepstakes Ticket" with the help of Hume Cronyn and William Frawley, written by David Freedman, directed by Roy Del Ruth : Norma Edelman wins the Irish Sweepstakes, but when she tells her husband Monty the good news, he informs her that he gave the winning sweepstakes ticket to their landlord, Mr. Martin, to help pay the rent. In the hope that Martin does not yet know that he possesses the winning ticket, Norma and Monty invite him to their apartment and offer to press his suit. When that strategy fails, Norma tries to get the ticket by flirting with Martin. Norma eventually tells Martin the truth, and when he faints, she takes the ticket.
       "Love" with Lena Horne, written by Hugh Martin and Ralph Blane, directed by Lemuel Ayres : In a West Indian cabaret bar, singer Lena Horne sings a song about the nature of love.
       Red Skelton will show you what will happen "When Television Comes," directed by George Sidney : An announcer for the Clumsy Television Broadcast System introduces a program called the Guzzler's Gin Program and nearly chokes on a swallow of gin. The announcer then impersonates "J. Newton Numskull," a doctor of poetry, and reads two short poems. Between poems, Red takes a drink from his gin bottle and grows increasingly drunk. He eventually gets so drunk that he collapses.
       "Limehouse Blues" dramatic pantomime with Fred Astaire and Lucille Bremer, lyrics by Douglas Furber, music by Philip Braham, costumes designed by Sharaff : Tai Long, a Chinese man, enters a saloon in London's Limehouse district and falls instantly in love with a beautiful Chinese woman named Moy Ling. Moments after Tai peers into a shop window to look at a fan that he saw Moy admire, thieves shatter the store's window and steal some merchandise. In the ensuing chaos, gunshots are fired and Tai is struck by a bullet. While laying unconscious on the sidewalk, Tai dreams of dancing a fan dance with Moy. Tai is eventually brought inside the shop, where Moy helps him regain consciousness by touching the fan that she admired.
       A great lady has "An Interview," played by Judy Garland, words and music by Kay Thompson and Roger Edens, dance direction Charles Walters : A groups of journalists arrive at the home of a movie star known as the "Great Lady." Tribbins, the Great Lady's butler, escorts the men of the press into her living room, where she is interviewed. The Great Lady talks about her next film, in which she will play "Madame Crematon," the inventor of the safety pin.
       Fred Astaire meets Gene Kelly in "The Babbitt and the Bromide," by George and Ira Gershwin : Entertainers Fred Astaire and Gene Kelly meet in a park and decide to perform a song and tap dance routine together.
       "Beauty," sung by Kathryn Grayson, words and music Harry Warren and Arthur Freed : A singer sings a song about beauty in a varying landscape as ballet dancers pose and dance around her.