Johnny Brett (Fred Astaire) and King Shaw (George Murphy) are a dance team so down on their luck they're working in a dance hall for no money. Meanwhile, Clare Bennett (Eleanor Powell) is a big Broadway star. Due to a case of mistaken identity, Shaw gets offered the chance to be Clare's dancing partner in a new Broadway show, when it was really Johnny's dancing that producer Bob Casey (Frank Morgan) saw and wanted. The partnership breaks up, but Johnny sticks around to help out Shaw, who soon lets his newfound success go to his head. Clare eventually realizes that Johnny is the better dancer, not Shaw, and she falls in love after having lunch with him. When Shaw gets drunk on opening night, Johnny steps in and saves the show with a brilliant performance, though he lets King think that he did it himself. Later on, Clare tells Shaw the truth. Right before the next show, Clare discovers Shaw drunk and Johnny becomes the permanent replacement. After the show, they find out that King had been pretending to be drunk so that Johnny could get the job.