Two down on their luck jazz musicians find themselves on the run after the police raid the speakeasy they perform in. With nowhere to hide, a gig with Sweet Sue and her Society Syncopators at a beach resort seems like the perfect getaway. There's just one problem: the Syncopators are an all-female band, and Joe and Jerry aren't women — yet. Armed with some dodgy wigs and wobbly falsettos, they manage to join the Syncopators and meet Sugar Kane: a hooch-swilling, ukulele-playing knockout with a soft spot for saxophone players. Things start to go off the rails when they begin to attract unwanted attention from lecherous millionaires and some familiar faces show up at their hotel for a gathering of the country's most dangerous criminals.