In the third Stooge adaptation of Pygmalion, the trio are repairmen who make a scene in the presence of two psychologists, Professors Quackenbush (Milton Frome) and Sedletz (Gene Roth). Quackenbush makes a bet with Sedletz that he can turn the boys into gentlemen through environment. Training is slow and painful for the professor, who pulls his hair out in disgust. However, the Stooges do have the opportunity to flirt with the professor's assistant (Greta Thyssen), while learning table etiquette. Finally, the Stooges will decide the wager by their behavior at a fancy society party.