Eccentric multimillionaire Ezra Ounce (Hugh Herbert), whose main purpose in life is raising American morals through a nationwide campaign, wants to be assured that his fortune will be inherited by upstanding relatives. He visits his cousin Matilda Hemingway (ZaSu Pitts) in New York City, in Horace's view the center of immorality in America. What Ounce finds most offensive are musical comedy shows and the people who put them on, and it just so happens that Matilda's daughter Barbara (Ruby Keeler) is a dancer and singer in love with a struggling singer and songwriter, her 13th cousin, Jimmy Higgens (Dick Powell). On Ezra's instructions, Jimmy the "black sheep" has been ostracized by the family, on pain of not receiving their inheritance.