In 1927 Hollywood, a silent film production company and cast make a difficult transition to sound.

Discovery by Flo Ziegfeld changes a girl's life but not necessarily for the better, as three beautiful women find out when they join the spectacle on Broadway: Susan, the singer who must leave behind her ageing vaudevillian father; vulnerable Sheila, the working girl pursued both by a millionaire and by her loyal boyfriend from Flatbush; and the mysterious European beauty Sandra, whose concert violinist husband cannot endure the thought of their escaping from poverty by promenading her glamor in skimpy costumes.

Michael Morda, a young sculptor living in San Francisco, is madly in love with Elinor Hunter, and they plan to be married. When Elinor becomes jealous of Julie Stressman, an old friend of Michael's and one of his models, Michael reluctantly asks Julie not to visit him at his studio. They agree to meet only at the construction site where he is working on a sculpture for which Julie is modeling. When Elinor also shows up at the site, Julie leaves so as to avoid a confrontation, but she is killed by some falling materials. Julie's dying request is that Michael adopt her daughter Mitzi, whose father died years earlier. In order to prevent Mitzi from being taken to an orphanage, Michael lies and says he is her father. Elinor hears this, and without asking questions, leaves him and marries another man the same night.

The deformed Phantom who haunts the Paris Opera House causes murder and mayhem in an attempt to make the woman he loves a star.