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Fanny Brice waits in her dressing room for her husband, Nick Arnstein, who is returning after serving a prison term for embezzlement. While she waits, Fanny reminisces about the past. A homely, gawky girl from the lower East Side, Fanny breaks into show business at Keeney's Music Hall. Her talent as a comedienne and singer soon earns her a featured number, and one evening she meets glamorous Nick Arnstein who has come backstage to pay a gambling debt. Shortly after this meeting, Fanny receives an offer from Florenz Ziegfeld to appear in the Follies. She is a smash, and Nick shows up to congratulate her. Fanny takes him to a party in her honor, but despite their mutual attraction, he leaves to take care of a business deal in Kentucky. Several months later, their paths cross in Baltimore where Fanny is touring with the Follies. She reluctantly joins Nick for dinner, and in the private dining room at a posh restaurant, he wins her heart. She and Nick are married soon afterward. Eventually, Fanny returns to the new Follies becoming a bigger hit than ever. Nick tries to keep pace, but his luck has run out in both gambling and business. Fanny secretly underwrites a talent firm in which he is to be a partner, but Nick discovers her plan. Angry and wanting to prove his independence, he becomes involved in an illegal bond deal for which he serves 18 months in prison. Now, as Fanny awaits Nick's arrival, she knows their future is uncertain. Does Nick still love her? Does she still love Nick? Can the two of them find the happiness they once shared?