At the 1893 Chicago World's Fair, sideshow barker Flo Ziegfeld turns the tables on his more successful neighbor Billings, and steals his girlfriend to boot. This pattern is repeated throughout their lives, as Ziegfeld makes and loses many fortunes putting on ever bigger, more spectacular shows (sections of which appear in the film). French revue star Anna Held becomes his first wife, but it's not easy being married to the man who "glorified the American girl." Late in life, now married to Billie Burke, he seems to be all washed up, but...

In heaven, showman fondly recalls his first Broadway revue, the Ziegfeld Follies of 1907. Even from heaven, he is hoping that he can, for one last time, create that same magic by mounting one last follies. As he thinks about who he would like to appear in these follies, he is assisted in realizing his fantasy, at least in his own mind, by such luminaries as , , , , , , , , , , , , , , , , , and, of course, a bevy of beautiful girls.