Danny O'Neill (Fred Astaire), and Hank Taylor (Burgess Meredith) are friends and rival trumpeters, with "O'Neill's Perennials", a college band. Both of them have managed to prolong their college career by failing seven years in a row. At a performance, Ellen Miller (Paulette Goddard) catches Danny and Hank's eye. She serves them a collection notice for her boss, a debt collector, but the fast talking O'Neill and Taylor soon have her working for them as their manager. Tired of losing gigs to the Perennials, Artie Shaw, playing himself, comes to woo Ellen away to be his booking manager. She tries to get Danny and Hank an audition for Shaw's band, but their jealous hi-jinks get them both fired. Ellen talks Shaw into letting rich wannabee musician J. Lester Chisholm (Charles Butterworth) back a concert. It looks like the jig is up when Hank pretends to be Ellen's jealous husband, and then her brother. But, talking fast, Danny and Hank get Chisholm back on board, and are able to get Shaw to agree to put Danny's song into the show. All they have to do is keep Chisholm and his mandolin, which he wants to play in the concert, away from Shaw until after the show; the solution is sleeping pills to knock Chisolm, and incidentally Hank, out. To Ellen's relief, Danny finally acts professionally, arranging his number for the show, which Shaw says "has really grown up into something special". He hands the baton to Danny, and he successfully dance-conducts his own composition.