Amber St Clair, orphaned during the English Civil War and raised by a family of farmers, aspires to be a lady of high society; when a group of cavaliers ride into town, she sneaks away with them to London to achieve her dreams.

Susan is about to be married, but the wedding may get called off after her fiancé summons three former beaus. Each reveals a different portrait of Susan: one describes her as a naive country girl who reluctantly becomes an actress, another paints a picture of a gay party girl and and the third describes a serious intellectual.

A sailor helps two sisters start up a service canteen. The sailor soon becomes taken with gorgeous sister Jean, unaware that her sibling Patsy is also in love with him.

Acrobat Eddie Marsh is in the army now. His first act is to become friendly with Kathryn Jones, the colonel's pretty daughter. Their romance hits a few snags, including disapproval from her father. Eddie's also plagued by fear of having an accident during his family's trapeze act in the army variety show, which also features a gallery of MGM stars.

Hat check man Louis Blore is in love with nightclub star May Daly. May, however, is in love with a poor dancer but wants to marry for money. When Louis wins the Irish Sweepstakes, he asks May to marry him and she accepts even though she doesn't love him. Soon after, Louis has an accident and gets knocked on the head, where he dreams that he's King Louis XV pursuing the infamous Madame Du Barry.

In 1942, a young paratrooper in the RAF returns to Czechoslovakia to encourage his fellow countrymen to sabotage the German war effort.