The film is set during Prohibition, during the heyday of the Ziegfeld Follies Broadway revue. Three women are plucked from obscurity to become Ziegfeld Girls. They are:
- Sheila (Lana Turner), who is working as an elevator operator when she is spotted by a Ziegfeld talent scout and signed. She has a boyfriend, hardworking truck driver Gil (Stewart), who wants to marry her, but she jumps at the chance to work as a showgirl.
- Sandra (Hedy Lamarr), who is only at the theater to support her unemployed violinist husband Franz when he's auditioning. Ziegfeld doesn't take Franz but they do take Sandra as a Ziegfeld Girl, much to the displeasure of the still-unemployed Franz.
- Susan (Judy Garland), who at eighteen is already a showbiz vet who has a vaudeville act with her father. Judy eventually gets to sing in the show. Sheila's brother Jerry (Jackie Cooper) falls in love with her.
All three ladies get a taste of the high life, dancing in the Follies. They respond to it very differently, leading to a lot of melodrama and heartbreak.
Meant as a sequel to Oscar-winner The Great Ziegfeld. The musical numbers were designed by Busby Berkeley himself. A Star-Making Role of sorts for Turner, who had been working for a few years but with this film burst out as a leading lady. Last film for James Stewart before he went off to World War II; Stewart wouldn't act again until It's a Wonderful Life.
- Answer Cut: Franz, ashamed at not getting a job and pissed at the notion of his wife being ogled by an audience, says "It's either me or the show." Cut to Sandra, at the show, newly separated.
- Bathtub Scene: For Sheila, complete with a racy-for-1941 shot in which her nude reflection is seen in a mirror, which is fogged over.
- Bookends: Starts with the Ziegfeld Follies hiring a bunch of showgirls, ends the next year with them hiring a new bunch of showgirls.
- Busby Berkeley Number: Berkeley's typical big production numbers with gorgeous girls and intricate choreography in geometric patterns, although not quite as bonkers as the numbers in his Warner Brothers films like 42nd Street.
- Call-Back: As she lays in bed severely ill, Sheila ruefully remembers Slayton's comments at the beginning of their employment about what might happen (see Foreshadowing below).
- Death by Despair: The only possible explanation for Sheila suddenly being terminally ill out of nowhere. Jerry gives a vague explanation about her heart, but it's hard to figure out why being an alcoholic for less than a year would kill Sheila. It's even vaguer than that, actually, as the scene cuts away from Sheila without confirming if she really dies or not.
- Foreshadowing: When Slayton, one of Ziegfeld's flunkies, is giving his intro talk to the girls, he says that some will get their name in lights, some will get a husband and kids, and some will get nothing. That's what happens to our three leads: Susan becomes the star with her name in lights, Sandra leaves the show to be Happily Married, and Sheila (apparently) dies.
- The Ghost: They could have had William Powell reprise his role, but no, Ziegfeld is The Ghost instead, constantly talked about but never seen.
- Gold Digger: Sheila admits it, even showing Gil the fine things that Geoffrey bought her when he comes to her apartment and tries to get her to marry him.
- Lady Drunk: Sheila doesn't drink, but her unhelpful maid suggests she have some bourbon to calm down. With lightning speed she goes to a sad, bitter alcoholic.
- The Mistress: Rather than settle for life with Gil the truck driver, Sheila becomes the kept woman of fabulously rich Geoffrey Collis. Gil becomes bitter and her family is embarrassed.
- The Musical Musical: A movie about the Ziegfeld Follies that's an excuse for a lot of songs.
- Rule of Three: Three Ziegfeld Girls, who meet very different fates.
- Victoria's Secret Compartment: Where Sheila keeps her note from Geoffey Collis the millionaire.
- Worst News Judgment Ever: The newspapers take an odd interest in the lives of individual Ziegfeld Girls. There's a scathing cartoon when Sheila falls during a number and a large picture with a story when Sandra quits the show.