Two musicians witness a mob hit and struggle to find a way out of the city before they are found by the gangsters. Their only opportunity is to join an all-girl band as they leave on a tour. To make their getaway they must first disguise themselves as women, then keep their identities secret and deal with the problems this brings - such as an attractive bandmate and a very determined suitor.

Pursued by detectives, Johnny Walters leaves the city to visit his family in a small California town. Among the household: his dead brother's luscious widow Helen, who soon is attracted to him. Ominous events and conflicting evidence leave Helen suspicious, but uncertain about her brother-in-law as tension builds...