Don Hewes (Fred Astaire) and Nadine Hale (Judy Garland) are a dancing team, but she decides to start a career on her own. So he takes the next dancer he meets, Hannah Brown, as a new partner. After a while this new team is so successful, that Florenz Ziegfeld is interested in them, but due to the fact, that Nadine Hale dances also in the Ziegfeld Follies Don says no. In spite of the fact, that he is in love with Hannah, he keeps the relation to her strictly business. So Hannah is of the opinion, that he is still in love with Nadine, and her suspicion grows, when he dances with Nadine in a Night Club Floor Show.