When a barnstorming stunt pilot decides to join the air corps, his two goofball assistants decide to go with him. Since the two are Abbott & Costello, the air corps doesn't know what it's in for.

In this musical comedy, a motley band of musicians have only their extreme poverty in common. They end up writing a hit and getting a recording contract. The trouble is, the composer's works are never played without another band member doctoring them up to make them swingier. Fortunately, the composer isn't too averse to the changes as he has just won the heart of the beauty who sings his revamped songs.

Banished from various U.S. protectorates in the Pacific, a saloon entertainer uses her femme-fatale charms to woo politicians, navy personnel, gangsters, riff-raff, judges and a ship's doctor in order to achieve her aims.