French artist Henry Louse is frustrated. Painting landscapes and fruit just doesn't inspire him anymore, and he needs something else. His agent suggests that he start painting women. So they check out a local nightspot and find a bevy of beauties willing to pose for him: singers, dancers, and especially, strippers.

Vic Vicers is the master-of-ceremonies of a burlesque-variety show with a carnival setting. A slapstick comedy sequence, featuring low-rent comics Miller & Leeds, involves a judge, a district attorney and some female defendants of less-than-sterling character. Lonnie Young dances a strip and the comics return with a routine in which one of them is cheated out of his money. Romo the Clown does some unfunny stuff mixed in with the dancing of Rusty Lane, Dora Lee, Micky Miles, Lynn Miller and Lorna Rhodes and a song by Joy Cheryl, and Vicers ends it all as a crackpot doctor examining one of the strippers in a burlesque-skit.