For years Apple Annie (Bette Davis), a poor Broadway fruit seller, has misled her overseas-educated daughter Louise (Ann-Margret) into thinking she is a wealthy New York socialite. With Louise's engagement to a Spanish noble, a reunion and a society wedding are on the horizon and Annie's fabrication risks being revealed. To maintain the ruse, local racketeer Dave the Dude (Glenn Ford) engages a colourful crop of 42nd Street characters to help imitate high society. But will Annie be able to maintain the masquerade?