When down-on-his-luck Broadway impresario Oscar Jaffe (John Barrymore) meets his discovery and former flame, Lily Garland (Carole Lombard), on the glamorous 20th Century Limited train between Chicago and New York, he uses every scheme at his disposal to win the movie star back both professionally and romantically. However, Lily, along with her new beau, George (Ralph Forbes), and Jaffe's rival producer, Max Jacobs (Charles Levison), who hired Lily to star in his latest play, have other plans.