Once upon a time, a band of scholars set out to write a new encyclopedia. By their ninth year, the grumpy grammarian of the group, Bertram Potts (Gary Cooper), is up to "S" for slang. In order to brush up on modern lingo, the professor decides to attend a bawdy nightclub, where he meets Sugarpuss O'Shea (Barbara Stanwyck), a sexy burlesque queen who spices up his language and steals his heart. But Bertram soon discovers he's not the only one in hot pursuit of Sugarpuss...and now he and his gang of professors must outwit the mob...or she might not live to see happily ever after!