Young Bart Collins lives with his widowed mother Heloise. The major blight on Bart's existence is the hated piano lessons he is forced to endure under the tutelage of the autocratic Dr. Terwilliker. Bart feels that his mother has fallen under Terwilliker's sinister influence, and gripes to visiting plumber August Zabladowski, without much result. While grimly hammering away at his lessons, Bart dozes off and enters a fantastical musical dream.

Deprived of a normal childhood by her ambitious mother, Lillian Roth becomes a star of Broadway and Hollywood before she is twenty. Shortly before her marriage to her childhood sweetheart, David Tredman, he dies and Lillian takes her first drink of many down the road of becoming an alcoholic.