In the French port of Marseille, a lovely young woman named Madelon (Maureen O'Sullivan) is in love with a young sailor, Marius (John Beal (actor)). Madelon in turn is loved by Honore Panisse (Frank Morgan), a well-to-do middle-aged sailmaker. When Marius finds out he must go to sea for three years, he leaves without saying goodbye to Madelon; in a note he tells her that it would break his heart to tell her in person. She rushes to the dock, but sees his ship sailing away and faints. Marius's father Cesar, (Wallace Beery) who already thinks of Madelon as one of the family, carries her to her home.