In Chicago in 1927, two white music industry executives prepare for a recording session with Ma Rainey, a popular Black singer. As they set up the studio, Sturdvyant tells Irvin to keep Ma “in line,” saying that she’s difficult to work with. Irvin assures him everything will work out, but when the band arrives, Ma isn’t with them. Irvin asks Cutler where she is, but he doesn’t know. Worried, Irvin sends Cutler, Slow Drag, and Toledo downstairs to rehearse the songs that will go on the record.
In the band room, Cutler and the others talk about the band’s trumpet player, Levee. Levee is running late because he’s out buying fancy shoes, which they think is foolish. When Levee arrives, he falls into conversation with Toledo, who speaks philosophically about how things are always changing. Meanwhile, Slow Drag and Cutler try to get the band to rehearse, with Slow Drag noting that the faster they work, the sooner they’ll get paid. Levee criticizes him for caring more about money than art, but the rest of the bandmembers emphasize that Levee is just an accompanying musician—his job is to play whatever Ma tells him to play, regardless of his lofty ideas about art.
Levee thinks he has real talent, and he’s eager to make exciting new music. Sturdyvant even agreed to record his songs. Instead of rehearsing, then, he wants to finish a couple of his own songs, so he tells the band to practice without him. However, the others convince him to play along, but when they start the first song, “Ma Rainey’s Black Bottom,” they stop because Levee doesn’t follow their lead. Instead, he plays his own arrangement, and Cutler tells Levee that his job is to play what he’s told.
When Irvin comes downstairs, Cutler asks which version of “Ma Rainey’s Black Bottom” they should rehearse. Irvin confirms that they want to record Levee’s version. Levee gloats when Irvin leaves, but Cutler notes that Ma will have the final say. Toledo, for his part, criticizes his bandmates for looking to white men for approval.
When Slow Drag crosses the room to get a new string for his bass, he steps on Levee’s shoe on his way, throwing Levee into a fit. Once again, the bandmembers mock Levee for caring about his shoes. But Levee argues that to make good music and dance well, a man needs nice shoes. Toledo finds such an idea problematic—Black people, he says, are too concerned with having a “good time.” What they should focus on, he says, is improving living conditions for Black people. In order to bring about real change, Black people have to work together.
Levee continues to criticize Toledo, who eventually gets frustrated and calls him the devil. Slow Drag then jumps in and tells a story about Eliza Cottor, a man he knew in the South. Eliza used to be a humble farmer, but then he sold his soul to the devil and started living a lavish lifestyle. He even murdered a man and was never convicted. He now goes from town to town, offering people $100 to sell their souls. Levee says he wishes he could find Eliza, since he would gladly sell his soul—a statement that angers Cutler.
Ma finally arrives upstairs, accompanied by Dussie Mae, her nephew Sylvester, and a police officer, who claims that Ma and the others stole a car and were responsible for a traffic accident. They were actually driving Ma’s car, and they claim to have been hit, but the officer doesn’t believe them. When Irvin takes the police officer aside and slips him some money, though, he agrees to forget the entire matter.
After the police officer leaves, Ma orders Irvin to make sure her car—which was damaged in the accident—is in perfect working order by the time the recording session is over. Irvin agrees and then gives sandwiches to Toledo, who brings them downstairs. Levee takes more than his fair share, prompting Toledo to remark that there are never “leftovers” when Levee is around. He then launches into a philosophical rumination, suggesting that once white people have gotten what they want, they cast Black people aside like “leftovers.”
The band then rehearses Levee’s version of “Ma Rainey’s Black Bottom.” Ma hears them from upstairs and says she won’t record Levee’s arrangement. Irvin tells her Sturdyvant thinks Levee’s version will sell better, but Ma doesn’t listen. She’s going to do the song the way she wants, and if Sturdyvant doesn’t like that, she’ll leave. Irvin agrees, and then Ma takes her nephew downstairs to introduce him to the band, since she wants him to do a spoken-word intro when they record the song—even though he has a noticeable stutter.
Levee is beside himself when Ma announces they won’t be playing his version of the song. As the band rehearses “Ma Rainey’s Black Bottom” yet again, Sylvester tries to do the intro but surprises the musicians with his heavy stutter. This infuriates Levee all the more. But then, Sturdyvant comes downstairs. Levee jumps up, calls him “sir,” and excitedly gives him his songs. Sturdyvant promises to take a look at them as soon as he can.
When Sturdyvant leaves, the bandmembers make fun of Levee for being “spooked” by white people. But Levee claims he doesn’t care what white people think—smiling at people like Sturdyvant is just a way of building up power. When he was a child, a group of white men broke into his house while his father was away and raped his mother. Upon his return, Levee’s father decided to move the family. Before he left, he went around and shook his neighbors’ hands, smiling at one of the men who assaulted his wife. After moving, though, he snuck back and killed half the men involved in the incident. The remaining rapists caught Levee’s father and lynched him. But this taught Levee a valuable lesson: being polite to white people can be a way of biding time and waiting to undermine them.
Later, the band prepares to record in the studio. Cutler takes Irvin aside and tells him Sylvester can’t get through his part without stuttering, so Irvin tells Ma they’ll have to do Levee’s version of “Ma Rainey’s Black Bottom.” Ma, however, rejects this—the band will play the song her way. She also refuses to work until she gets a Coca Cola, so Sylvester and Slow Drag run out to buy her one. Meanwhile, Ma reprimands Cutler for telling Irvin that Sylvester can’t do his part—those decisions are up to her. She also talks to him about what it’s like to be a Black singer in the music business, explaining that the white studio executives only care about her because she makes them money. As a result, though, she can wield power over them by threatening to withhold her music.
When Sylvester and Slow Drag return, they finally start recording, but Sylvester keeps stumbling through the intro. After several takes, he finally gets it right, but Sturdvyant tells the band to do it again—the microphone wasn’t properly plugged in. Sturdyvant and Irvin need 15 minutes to fix the problem, so the band goes downstairs again, where Levee criticizes his bandmates for not striving toward new horizons. He, on the other hand, is always looking for new opportunities and keeping an eye out for people like Eliza Cottor, hoping he can sell his soul to the devil. Levee’s blasphemous talk again upsets Cutler, but his anger only eggs Levee on, prompting him to yell that God doesn’t care about Black people. At this, Cutler punches him in the face. Levee pulls out a knife and slashes it through the air, screaming at the ceiling as if addressing God directly, demanding know where He is.
Soon enough, the band goes upstairs and finishes recording. The musicians congratulate one another, but Ma criticizes Levee for improvising too much. When he argues back, she fires him. Then, down in the band room, Sturdyvant tells Levee he doesn’t want to record his music, though he’ll pay him five dollars per song just to own the rights. The musicians quietly pack their instruments as Levee fumes, and then Toledo steps on Levee’s shoe. Levee is so infuriated that he stabs Toledo. Frantic, Levee screams at Toledo to get up, but the older musician just lies there with his eyes open. Levee begs Toledo to stop looking at him, but he receives no response.
