After losing nearly all of an inheritance to taxes, sisters Kay (Betty Grable) and Barbara Latimer (Carole Landis), waitresses at a drive-in restaurant in Texas, scheme to find rich husbands. With the aid of their aunt Susan, the sisters take the last of their money and head to a well-known Miami resort where they soon meet two wealthy young men, Phil (Don Ameche) and Jeff (Robert Cummings), who begin a fierce rivalry for Kay, not realizing that Barbara has fallen in love with one of them.