Alice Faye, Frances Langford and Patsy Kelly lose their jobs and can't afford to pay the rent. They enter an amateur contest at a local radio station as a singing trio, but lose to a big band led by George Raft when Langford passes out mid-song due to lack of food. Raft asks them to join his band, and they become famous, which throws obstacles in the way of a romance between Raft and Langford.
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