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's son 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.
A company that produces a toxic chemical tries to improve its image via a popular spokesperson, Ricky Coogan. Ricky travels to South America to get a first-hand look at the chemical's effects and finds himself at a mutant freak farm. Elijah, who runs the farm, is only too happy to have new subjects on which to try his freak machine. The very chemical that Ricky is supposed to promote is the one responsible for creating the great variety of freaks.