Biff and Jeff, two American G.I.'s on furlough in Australia during The Second World War, are enjoying their time the way most soldiers on leave do. When they meet the beautiful Joyce, however, they both fall head over heels for her, and start competing for her attentions. As their R&R time begins to run out, the schemes they each come up with to win her affection and foil the other's plans to do the same become more and more outrageous.

Nicky Nelson is a fast-talking sideshow barker with a wax-and-alive concession on Atlantic City's boardwalk. Even with the band of his friend, struggling musician Gene Krupa, playing on the sidewalk to attract the customers, "The Living Corpse" and other low-rent acts aren't enough to lure the seen-it-all boardwalk strollers, and the landlord closes the show in lieu of never-paid rent. Nicky, always promoting, goes to Stephen Hanratty, head of the pier's Dance Pavilion, to plug Krupa's band as an attraction, but Hanratty won't even listen to them. But, while there, he meets singer Lily Racquel, who knows he is a phoney but might have the ability to to talk a radio-station manager into giving her an audition. She gives him a ring to help finance the project; he promptly loses it in a crap-game.