 Boozy, brassy Apple Annie, a beggar with a basket of apples, is as much as part of downtown New York as old Broadway itself. Bootlegger Dave the Dude is a sucker for her apples --- he thinks they bring him luck. But Dave and girlfriend Queenie Martin need a lot more than luck when it turns out that Annie is in a jam and only they can help: Annie s daughter Louise, who has lived all her life in a Spanish convent, is coming to America with a Count and his son. The count wants to marry Louise, who thinks her mother is part of New York society. It s up to Dave and Queenie and their Runyonesque cronies to turn Annie into a lady and convince the Count and his son that they are hobnobbing with New York s elite.