United States Army Captain and famous actor, Clark Gable, arrives at an airfield in Las Vegas, Nevada, where two officers escort him to the site of a commercial plane crash. There, a search party attempts to locate possible survivors, among them, Clark’s wife, actress Carole Lombard. Clark recalls the first time he met Carole, at a Hollywood party in Los Angeles, California. Some years ago, a young Clark arrives at a mansion but decides he is underdressed for the party and leaves. Driving away, Clark is run off the road by an ambulance and crashes into a tree. He watches as paramedics deliver someone to the party on a gurney, and the patient reveals herself to be Carole Lombard. When Carole jauntily joins the party, Clark goes after her, blaming the stunt she pulled in the ambulance for wrecking his car. Carole teases Clark and demands that they fight, but when he grabs her arm, she punches him in the face, causing him to fall. Carole throws money at Clark on the ground, and they part on unfriendly terms. Sometime later, Clark has become a leading actor in Hollywood, and Louis B. Mayer, chief of Metro-Goldwyn-Mayer studio, meets with him to suggest that Clark and Carole star in a movie together. Though Clark refuses to work with her, Mayer has already set up a lunch date for the two actors, and Clark reluctantly goes to Carole’s dressing room. Offended when Carole shows up late, Clark pretends that he has not seen any of her movies, and Carole counters by insulting Clark’s acting as “undisciplined.” Carole instigates a food fight, and Clark leaves in a rage. That day, publicity executive Ivan Cooper suggests to Clark that he doesn’t get along with Carole because she is not attracted to him; in turn, Clark bets Cooper a week’s salary that he can seduce the actress. He then calls Carole on the phone while Cooper watches, and though she hangs up, Clark pretends that they made a date. Later, in pursuit of Carole, Clark dons a tuxedo and sneaks into a Hollywood ball, slipping and dirtying his dress shirt on the way. There, Carole tries to ignore him, but Clark encourages the hostess to organize a scavenger hunt for the guests and makes sure that he and Carole are assigned as partners. On their way to find a scavenger item in the woods, Clark and Carole are stopped by a group of thugs. Clark promises to protect Carole and fights them off; however, when Clark is knocked down, one of the men secretly applies fake blood to Clark’s face, having been paid to stage the attack. Carole offers to take Clark to her home and tend to him, but as she cleans him up in her bedroom, she discovers the fake blood. Angry, Carole orders him out, and Clark criticizes her for not allowing him to get to know her, claiming that she has created a wall around herself. Moments after Clark leaves the bedroom, he falls down a flight of stairs, and Carole realizes he is really hurt this time. As Carole helps him, Clark kisses her. After spending the night together, the two discuss their experiences in Hollywood over breakfast; Clark says that he tries to act naturally when performing and suggests that Carole doesn’t know how to act naturally. They argue, and Carole chases him outside to apologize, saying that she constantly performs and tries to make people laugh so that they will like her. That day at the studio, Clark lies to Cooper, saying he was unsuccessful in his attempt to seduce Carole, but Cooper has already heard from Mayer that the actors slept together the night before. Furious, Mayer forbids Clark from having an affair with Carole, since Clark is already married. Clark defends himself, saying that he has not been with his wife, Ria, in over two years, but Mayer foresees a negative reaction from the public that could ruin Clark and Carole’s careers. After Carole is also warned about the negative consequences of an affair with a married man, she speaks with Clark over the phone, saying she cannot see him because she is tending to an aunt with appendicitis. Clark makes up a similar story about taking care of his grandmother, but both of them coincidentally retreat to Palm Springs and run into each other there on a golf course. In a sand pit, Carole confesses her love for Clark, and they decide to have a secret affair. To elude the press, Carole and Clark don disguises and plan secret trips, including a camping trip in the woods that is cut short when reporters track them down. Sometime later, Clark works on the set of the film Gone with the Wind , and Carole spies on him, dressed in the costume of a Civil War soldier. Clark takes her to his dressing room and scolds her, but when Carole mentions that she will be shooting a romantic scene in a bathtub later, Clark sneaks onto her film set to spy as well. Mayer visits Clark and Carole at home to discuss the potential controversy over their relationship if it becomes public, and he reminds Clark that Ria will accept a divorce if Clark is willing to agree to her terms. Clark admits to Carole that he has not divorced Ria because he is unsure if marriage will ever work for him, and he does not want another failed relationship. Carole says she only needs Clark to say he loves her, but he cannot; in turn, Carole boards a train to visit her mother in Indiana. Rushing to the station, Clark finds Carole and apologizes, yelling “I love you” outside her compartment door. Clark later attempts to divorce Ria but learns that she has changed her mind because his relationship with Carole has been made public. Metro-Goldwyn-Mayer arranges for Clark to deny the affair at a public hearing, but Carole arrives during his speech and flamboyantly claims that he is her “horny little hunk of horsemeat.” Clark is proud of Carole’s courage, but more controversy follows when a pregnant cocktail waitress publicly accuses Clark of fathering her child. Carole believes the claim cannot be true since she has spent every night with Clark, and she plans to serve as a witness when the paternity suit goes to court. The scandal threatens to ruin Carole and Clark’s careers once and for all, and though Clark is happy to retire to the country, Mayer convinces him that Carole will be unhappy unless she keeps her career. To protect Carole’s interests, Clark lies to her and claims that he did, in fact, impregnate the waitress on the one night he had to be away from Carole. Convinced of his infidelity, Carole goes back to work, but when the paternity trial takes place, she appears as a witness and defends Clark, having realized that the one night Clark spent without her, his work schedule was such that he would not have time for an affair. The case is dismissed, and Clark and Carole are reunited. The couple decides to trade in their Hollywood careers for a farm and a family, but before they go, they attend one last premiere together. To their surprise, the crowd applauds them, and the couple learn that Ria has decided to grant the divorce. After they have married and settled on a farm, Clark enlists in the United States Army as an aerial gunner, to fight in World War II, and Carole serves the nation by selling war bonds. Back in Las Vegas, at the site of the plane crash, Clark learns that Carole is dead. Driving away, he tells his driver one of Carole’s jokes, remembering her advice to keep his sense of humor in the face of adversity.