The continuing story of Fanny Brice following that depicted in Funny Girl (1968) is presented. An established star on Broadway as a headliner for the Ziegfeld Follies, Fanny and the rest of the world are hitting difficult times entering into the 1930s. Her marriage to Nicky Arnstein, who she still loves is ending in divorce, and even Florenz Ziegfeld Jr. is having trouble coming up with money to continue to produce the Follies. Along comes brash nightclub owner, song lyricist and wannabe impresario Billy Rose, who says he can raise the money and has the material to produce his own revue, which he wants to star Fanny. Fanny is both attracted to and repelled by Billy because of his chutzpah, his stubbornness and knowing that underneath his outer veneer is the soul of a true hustler... much like she was when she was first starting out and much like she still is now. Through their professional trials and tribulations, they slowly start to fall for each other. But Fanny admits that Nicky is still never far from her mind...