Susan Miller works behind the girdle counter in a department store and dreams about the beautiful clothes and glamour she can never hope to have. Enter May Worthington and Warren, a pair of con artists who pose as the mother and uncle of a pretty girl in order to separate millionaires from their money. They convince Susan she has an opportunity to fulfill all her dreams, and the trio heads for Palm Beach. Susan meets John Wheeler who says he is shopping for a sailboat. Believing that he is a millionaire, Warren and May sell him a boat that doesn't belong to them, and make off with his $15,000 life savings. Looking for greener pastures, they work themselves into the family of wealthy Tod Fenwick, who falls for Sue, posing as "Linda Worthington". But John shows up as a guest of Fenwick and he tells "Linda", not knowing she was part of the scam, that he has a detective after the fake captain that sold him the boat...

After her father dies, Lily moves to the city to live with her strict aunt. During the day Lily works in her aunt's bookstore, and at night she sneaks across the street to model for Richard, a sculptor with whom she falls in love. A patron of Richard's, Baron von Merzbach, develops an interest in Lily that may not be with the best of intentions.

Danville, Connecticut at the turn of the century. Young Richard Miller lives in a middle-class neighborhood with his family. He is in love with the girl next-door, Muriel, but her father isn't too happy with their puppy-love, since Richard always share his revolutionary ideas with her.

Despite his talent as a musician, a city boy decides to become a boxer. He's successful as a fighter — much to the dismay of his father. When gangsters try to buy a piece of him, he begins to have second thoughts.

In early 19th century England, ambitious and ruthless orphan Rebecca Sharp advances from the position of governess to the heights of British society. The first feature length film to use three-strip Technicolor.

Bullfighter Juan Gallardo falls for socialite Dona Sol, turning from the faithful Carmen who nevertheless stands by her man as he continues to face real danger in the bullring.

A Parisian tailor goes to a château to collect a bill, only to fall for an aloof young princess living there.