Actress Margaret Elliot is well past her prime but refuses to retire from the acting business. Despite entreaties from both her daughter, Gretchen, and one-time professional colleague Jim Johannsen, Margaret remains convinced that she can regain her former glory. As she sets her sights on a coveted Hollywood role, Johannsen tries doggedly to get his unrequited love to see the folly of her ways.

As John Barrymore reckons with the ravages of his life of excess, he rents an old theatre to rehearse for a backer's audition to raise money for a revival of his 1920 Broadway triumph in Richard III.