Down-on-his-luck film director Jimmie Dale takes a job at a fly-by-night acting school. He is drawn into the plans of the school's owner to bilk a wealthy young man out of the funds he has supplied to shoot a movie starring pretty student Alice Perkins. But Jimmie hopes to bilk the bilkers by actually completing the movie as ostensibly planned.

Young and restless Nick Adams, the only son of a domineering mother and a weak but noble doctor father, leaves his rural Michigan home to embark on an eventful cross-country journey. He is touched and affected by his encounters with a punch-drunk ex-boxer, a sympathetic telegrapher, and an alcoholic advanceman for a burlesque show. After failing to get a job as reporter in New York, he enlists in the Italian army during World War I as an ambulance driver. His camaraderie with fellow soldiers and a romance with a nurse he meets after being wounded propel him to manhood.

Raised by Natalie Brennan, a flamboyant and irresponsible mother, Ziggy Brennan gets involved in hustling men at a young age. She hangs around with a wild crowd and learns gets her "street smarts" first from her mother, who wants everyone to think they are sisters, and then from Denny Reagan, an older man. He starts teaching her his tricks of the trade and she falls right in line with his crooked ways. Then one night she meets Martin J. 'Mart' Neilson, a tall, handsome, honest farmer boy who's a sailor and they fall in love. While he's away fighting the war, she discovers she's pregnant.