In 1890s Indiana, young Paul Dresser runs away from home and, after painful misadventures, joins Colonel Truckee's medicine show where he meets beautiful Mae Collins and has his first taste of songwriting. When the show is visited by derisive stage star Sally Elliott, he finds her unforgettably alluring; exit Mae. Paul's songs, popularized by Sally, become hits, and we follow Sally and Paul's roller-coaster love-hate relationship between atmospheric period production numbers.