Director Frank Capra, tells damon Runyon's fairytale, funny and sweet. Boozy, a beggar using a basket of apples, brassy Apple Annie, is as much as part of downtown nyc as Broadway itself. Bootlegger Dave the Dude is a sucker on her apples -- he believes they bring him fortune. But Dave and girlfriend Queenie Martin want far more than fortune when it ends up that Annie is at a jam and just they are able to help: Annie's daughter Louise, who has lived all her life at a Spanish convent, is visiting America with a Count along with his son. The kid of the count wants to marry. It's around Dave and Queenie along with also their Runyonesque cronies to show Annie in to a female and convince the Count and his boy they are hobnobbing using New York's elite.