Impoverished Broadway peddler "Apple Annie" (Bette Davis) has a problem. Her daughter Louise (Ann-Margret), educated abroad since infancy, is coming for a visit and bringing her wealthy fiancé with her. The problem is that Louise has believed all her life that Annie's a wealthy dowager, and the poor old woman doesn't know what to do! Enter "Dave The Dude" (Glenn Ford) - a big-hearted racketeer - who enlists aid to pass Annie off as a high-society grande dame so Louise can marry her fairy-tale prince and everyone can live happily ever after!