Three passengers aboard an ocean liner dwell on romance. Ballet impresario Charles Coudray (Mason) is enchanted seeing ballerina Paula Woodward (Shearer) privately perform one of his dances and insists on making a new ballet for her, which leads to tragedy. French governess Mademoiselle (Caron) is exasperated by her young American charge Tommy (Nelson), who asks witch Mrs. Pennicott (Barrymore) to make him older. But like Cinderella his wish--which turns him into the adult Thomas (Granger)--has a strict time limit. Daredevil trapeze artist Pierre Narval (Douglas) retired after his female partner died in an accident. After saving guilt-ridden Nina (Angelia) from a suicide attempt, Pierre decides to train her for a new act but when they fall in love, he worries history will repeat itself.