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 only came to 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.
- Ambiguous Ending: It's left completely ambiguous whether or not Sheila dies in the end. She is shown to be seriously ill, and in the finale she collapses in the theater, but in her final scene she is still conscious and talking as the scene ends.
- 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.
- Book Ends: 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).
- The Cutie: Susan is a very sweet, optimistic, kind girl. She's nice to everyone she meets and feels terrible when Ziegfeld wants her alone to work for him, rather than her and her father.
- 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.
- Everyone's Baby Sister: Susan, the youngest girl who Sheila looks out for and everyone is kind to.
- 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.