Damon Runyon's fairytale, funny and sweet, is told by director Frank Capra. Boozy, a beggar using a basket of apples, brassy Apple Annie, is really as much as a portion of downtown New York as older Broadway itself. Bootlegger Dave the Dude is really just a sucker for her apples -- he thinks they bring his luck to him. But Dave and girlfriend Queenie Martin want a lot more than luck when it ends up that Annie is at a jam and they can help: Annie's daughter Louise, who's lived her life at a Spanish convent, is coming to America using a Count and his own son. The count's son wishes to marry. It's as much as Queenie and Dave and their Runyonesque cronies to turn Annie into a lady and convince the fisherman and his son they are hobnobbing using New York's elite.