In the 1920s, many girls dream of becoming "Glorified American Girls" in Florenz Ziegfeld's Broadway shows. One such girl is Sheila Regan (Lana Turner), an elevator operator from Flatbush, who receives an audition after a chance encounter with one of Ziegfeld’s men, Noble Sage (Edward Everett Horton). Another hopeful is teenager Susan Gallagher (Judy Garland), who has an act with her father "Pop”, (Charles Winninger) an old vaudevillian. At the audition, European immigrant Franz Kolter (Philip Dorn), a concert violinist, tries out for a job in the orchestra but is turned down because he is "too good," while at the same time his beautiful wife Sandra (Hedy Lamarr) attracts the attention of the show's singing star, Frank Merton (Tony Martin), who recommends her to dance director John Slayton (Paul Kelly).

When Sandra later tells Franz that she has a job, he is furious and forces her to chose between him and the show. Realizing that Franz does not trust her, Sandra leaves him. On the first night of the show, all three women are a success. Sheila catches the eye of millionaire Geoffrey Collis (Ian Hunter), angering her fiancé, hard-working trucker Gilbert Young (James Stewart). They quarrel, and soon Sheila is mentioned in the columns as stepping out with Geoff, who gives her a new apartment and jewelry. When Gil goes to her new apartment and produces a marriage license he has just bought for them, she shows him her new clothes and furs. He angrily walks out, after which her maid, Annie (Renie Riano), gives her a stiff drink.

Sandra, meanwhile, continues seeing Frank, who is also married, but lets him know that she is not romantically interested in him. Soon the show is about to move to Palm Beach and Pop's old friend, Al, (Al Shean), asks him to go on the road with him. Pop does not want to leave Susie, but when he realizes that her career will be better off without his old-fashioned advice, he leaves, telling her that she will be fine on her own.

In Palm Beach, while Sandra dreams of Franz, Sheila has developed a serious drinking problem, which worries the maternal Susie. When Susie talks to Geoff about Sheila, he says that he plans to propose that night. At a casino, Sheila's boisterous drinking and winning streak at the crap table attracts the attention of champion boxer Jimmy Walters (Dan Dailey). She coldly dismisses him, then sees Gil, who has become a bootlegger, working for gangster Nick Capalini (Bernard Nedell). She tries to reconcile with him, but the now embittered Gil leaves after she asks him to kiss her. Geoff sees them and changes his mind about proposing.

Some months later, a new Ziegfeld show has started rehearsals in New York. Frank's wife comes to see Sandra, knowing that Frank wants a divorce, but when she realizes that Sandra is in love with her own husband, the two women part as friends. Sandra then concocts a scheme in which lead violinist Mischa (Felix Bressart) will pretend to go away to visit a sick relative so that Franz can take over his position in the show's orchestra. On opening night, Franz finds his own violin, as well as a loving note from Sandra, in Mischa's case.

Meanwhile, Sheila goes to see Gil, who has been convicted of bootlegging. When she says that she has not seen Geoff for months but is sure that he will help, Gil sends her away and she goes to a speakeasy. Later, as Sheila's number starts, former showgirl Patsy Dixon (Eve Arden) tries to convince a drunken Sheila not to go on, but she will not listen. Susie is a huge success in the show, as are Pops and Al, whom Susie brought into the show, but Sheila is so drunk that she falls off stage. Slayton angrily dismisses her, but things go better for Franz, who reconciles with.

As time passes, Sandra retires to accompany Franz on tour, while Sheila goes from man to man and eventually becomes a broken alcoholic. In a speakeasy, she runs into Jimmy, who is also down on his luck. Bitterly remembering their first meeting, Jimmy insults, then strikes her, and she collapses. At Sheila's parents' home, Gil, who is now out of jail, visits her. Sheila's kid brother Jerry (Jackie Cooper) tells him that the doctors have little hope, but Sheila does not know how sick she is. When Gil tenderly talks about raising ducks at his newly bought farm, she asks to hold their long-expired marriage license. After he leaves, she decides to go to the opening night of the latest Ziegfeld show, in which Susie is the headliner. The only one who stayed and made it.

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Even though this star-studded film was made almost a decade after his death, the memory of Broadway impresario Florenz Ziegfeld is still alive and kicking. As this melodrama musical reveals, the chance to become a chorus girl in one of Ziegfeld's shows was a dream come true for many girls during the 1920s. It was a job that garnered them fame, security and, for some, new life struggles. Although William Powell portrayed Ziegfeld in MGM's Oscar-winning “The Great Ziegfeld” in 1936, this time around the studio employed the clever gimmick of making the larger-than-life producer an unseen presence, looming over the action but never appearing on screen. His minions (Edward Everett Horton and Paul Kelly) do his bidding.

The production numbers are out of this world with fantastic set designs and outrageous costumes, they are a wonder to behold in all their glory, and for a musical, “Ziegfeld Girl” piles on the drama. It includes two blockbuster production numbers (conceived and directed by Busby Berkeley) that evoke the glamour, extravagance, and sheer excess of the Follies. You Stepped Out of A Dream would become an enduring standard and epitomizes Ziegfeld's vision of a showgirl—it also allows all three female stars to wear Adrian-designed costumes.
Judy Garland, who sings the beautiful ballad I'm Always Chasing Rainbows early in the film, puts over the calypso-infused Minnie from Trinidad with her tongue firmly in cheek, and makes the song infectious. Although Garland comes across as her usual perky self, and Hedy Lamarr is breathtakingly beautiful, “Ziegfeld Girl” is really Lana Turner's picture. The 20-year-old actress sinks her teeth into her first juicy part and, like her character, sent her skyrocketing to the top.

James Stewart had recently won a Best Actor Oscar for “The Philadelphia Story”, unfortunately he's saddled here with a second-rate role. He and Turner possess potent chemistry, yet Stewart seems to realize early on that he's up to his ears in sequins and wisely chooses not to compete with his formidable leading ladies. Stewart became the first Hollywood star to volunteer for war service (nine months before Pearl Harbor), and enlisted in the Air Force shortly after completing “Ziegfeld Girl”, which also completed his MGM contract. Whether the studio's shabby treatment of him influenced his decision remains a mystery, but Stewart wouldn't make another movie until “It's A Wonderful Life” five years later.

Simply put, “Ziegfeld Girl” is a wonderful movie the likes of which hasn't been seen in a very, very long time.