The movie follows the rise and fall of a con man — a story that begins and ends at a seedy travelling carnival. Stanton Carlisle (Tyrone Power) joins the carnival, working with “Mademoiselle Zeena” (Joan Blondell) and her alcoholic husband, Pete (Ian Keith).

In 1915 France, Major Brand commands the 39th Squadron of the Royal Flying Corps. The young airmen go up in bullet-riddled “crates” and the casualty rate is appalling, but Brand can’t make the “brass hats” at headquarters see reason. Insubordinate air ace Captain Courtney is another thorn in Brand’s side…but finds the smile wiped from his face when he rises to command the squadron himself. Everyone keeps a stiff upper lip.

Guests at a posh Berlin hotel struggle through worry, scandal, and heartache.

Judith Traherne is at the height of young society when Dr. Frederick Steele diagnoses a brain tumor. After surgery she falls in love with Steele. The doctor tells her secretary that the tumor will come back and eventually kill her. Learning this, Judith becomes manic and depressive. Her horse trainer Michael, who loves her, tells her to get as much out of life as she can. She marries Steele who intends to find a cure for her illness. As he goes off to a conference in New York failing eyesight indicates to Judith that she is dying.

A adventuresome young man goes off to find himself and loses his socialite fiancée in the process. But when he returns 10 years later, she will stop at nothing to get him back, even though she is already married.